IT Transition Sample Clauses

IT Transition. Prior to the Effective Time, SLM BankCo and Navient will enter into the Transition Services Agreement to, among other things, (i) facilitate the separation and migration of SLM BankCo Information, SLM BankCo Intellectual Property, SLM BankCo Software, SLM BankCo Technology, SLM BankCo Systems, the ATLAS Software and any IT hardware included within the SLM BankCo Assets into an independent IT environment operated by or for the benefit of SLM BankCo, (ii) duplicate and transfer the Navient Licensed Materials and the SMI Licensed IP into such IT environment, and (iii) facilitate the transfer of operational responsibility to SLM BankCo for SLM BankCo’s systems and capabilities responsible for the servicing and collection functions of the Pre-Separation Consumer Banking Business (the “IT Transition”). As part of the IT Transition and pursuant to the Transition Services Agreement, (x) Navient shall provide SLM BankCo with access to Navient’s IT environment (including the Navient Licensed Materials, SMI Licensed IP, SLM BankCo Information, SLM BankCo Intellectual Property, SLM BankCo Software, the ATLAS Software and SLM BankCo Technology hosted thereon) to enable SLM BankCo to operate the Pre-Separation Consumer Banking Business in the ordinary course, (y) Navient shall host and operate the SLM BankCo Systems for the benefit of SLM BankCo, and (z) Navient and SLM BankCo shall perform the IT migration projects and related activities specified for each such party, respectively, in the Transition Services Agreement as required to transition the Navient Licensed Materials, SMI Licensed IP, SLM BankCo Information, SLM BankCo Intellectual Property, SLM BankCo Technology, SLM BankCo Software, the SLM BankCo Systems, the ATLAS Software, and any IT hardware included within the SLM BankCo Assets into an independent SLM BankCo IT environment.
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IT Transition. Commencing as promptly as practicable following the Agreement Date, (a) Parent and the Companies shall grant to Marcus and Buyer read-only access to the Movie Tavern Vista environment and the Movie Tavern Aloha environment; and (b) the appropriate representatives of Marcus and Buyer, on the one hand, and Parent and the Companies, on the other hand, shall meet from time to time (but no less than weekly) via telephone or in person at a mutually convenient location to establish and execute a mutually agreed upon course of action (i) to segregate the Movie Tavern Vista environment from the Southern Theatres Vista environment and to transfer the hosting of the Movie Tavern Vista environment to a mutually agreed upon third-party hosting provider (the “Vista Segregation”), (ii) to install data and power cabling at all Theatres necessary to facilitate the installation of Buyer’s employee time clock and a computer at each site in mutually agreed upon locations and (iii) to establish network connectivity between Parent’s and the Companies’ SD-WAN network and Marcus’ and Buyer’s MPLS network (the “Network Connection”). Following the Agreement Date, Parent and the Companies (at their expense) shall promptly complete testing of the available upgrade of the Movie Tavern Vista Cinema to version 5.02 (the “Vista Upgrade”), followed up with implementation of the Vista Upgrade to the Movie Tavern Vista environment. Not less than ten (10) Business Days prior to the Closing, Parent and the Companies shall grant to Marcus and Buyer full access to the Movie Tavern Vista environment and the Movie Tavern Aloha environment to allow Marcus and Buyer to configure such environments to Marcus’ and Buyer’s specifications and to install Marcus and Buyer customized integrations. Without limiting the foregoing, from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article 7, each of Buyer and Marcus, on the one hand, and Parent and the Companies on the other hand, shall use commercially reasonable efforts to complete the Vista Segregation and the Vista Upgrade, and to establish the Network Connection, in each case, as promptly as reasonably practicable following the date hereof.
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IT Transition. Between the Effective Date and the Closing Date, the Sellers will use Commercially Reasonable Efforts and will co-operate with the Purchaser and its Affiliates to provide for the separation and transition as of the Closing Date of the information technology ("IT") systems (including their support and maintenance) of the Acquired Companies from the Sellers' IT systems so that the Acquired Companies are independent of the Sellers' IT systems, including by implementing the procedures set forth in Schedule 6.25, and in the event that such separation and transition has not been achieved as of the Closing Date, the Parties will use Commercially Reasonable Efforts to complete successfully such separation and transition as soon as reasonably practicable after the Closing Date.
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IT Transition. From and after the date of this Agreement, the Seller Parties shall, at the Seller Parties’ expense, cooperate and use their commercially reasonable efforts to cause their respective Affiliates, directors, officers, employees, agents to provide information to and to cooperate with Purchaser Parties and their designated information technology employees, consultants and vendors for the planning and preparation of the conversion, integration, assumption and transition of SL Bank’s information technology systems and data with those of MC Bank as of or following the Effective Time, as determined by MC Bancorp. 3266.019/439907.1
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IT Transition. For a period of seven months after the Closing (the “Transition Period”), Seller shall maintain its information technology systems such that Buyer may use all such systems, including Navision and AdvizeX, to operate the Distillery Business. In exchange for maintaining Seller’s systems for seven months and maintaining the Navision Contract and the AdvizeX Contract, Buyer agrees to reimburse Seller fifty percent of the monthly fees payable under the Navision Contract and the AdvizeX Contract during the Transition Period.
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IT Transition. The IT Transition shall have been completed to Buyer's reasonable satisfaction such that, upon and following the Closing, the Facility will be effectively positioned to operate with the information technology systems of Buyer and its Affiliates (including any information technology assets included in the Transferred Assets); provided, however, that after March 31, 2017 this Section 6.02(i) shall cease to be a condition to the obligation of Buyer to consummate the Closing.
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IT Transition. Reasonably satisfactory evidence that Seller can perform its obligations under the TSA without such performance causing a breach of the terms of the agreements set forth on Schedule 6.2(k) of the Seller Disclosure Letter, such evidence to include a consent, license or other reasonable arrangement.
Sample 1
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IT Transition. (a) Seller shall provide Purchaser with information technology (“IT”) transition assistance necessary to allow Purchaser to operate the Business from an IT perspective on and after the Closing. In furtherance of the foregoing, Seller shall assist Purchaser in understanding all relevant aspects of Seller’s IT systems used in the Business, including, (i) Computer Software and Computer Hardware; (ii) electronic data flows, formats and interfaces and (iii) access to and assistance from relevant Seller employees and contractors who are knowledgeable about the IT systems and business processes used in the operations of the Business. Details about certain IT transition assistance to be provided by Seller and preliminary timeframes are set forth in Section 5.17(a) of the Disclosure Schedule (it being understood and agreed by the parties that as additional information becomes available after the date hereof, Seller and Purchaser agree to revise and update Section 5.17(a) of the Disclosure Schedule as necessary or appropriate; provided, however that (i) Seller acknowledges that the timeframes are critical to enable Purchaser to operate the Business as of the Closing; (ii) any mutually agreeable modification to the timeframes shall not adversely impact Purchaser’s ability to operate the Business as of the Closing and (iii) for the purpose of clarity, Purchaser’s agreement to modify any timeframes shall not in any way impact Purchaser’s rights and Seller’s obligations regarding the provision and receipt of information technology transition services as set forth in Sections 5.17 and 5.18 of the Agreement). The parties shall each use commercially reasonable efforts and act in good faith to accomplish the foregoing. Access to Seller’s IT systems by Purchaser may be escorted, limited to the Business, and subject to Seller’s safety and security procedures. (b) If Purchaser reasonably and in good faith believes that it will be unable to operate the Business as of the Closing due to either (i) a failure to obtain the consents for the Necessary Software, or (ii) Purchaser’s inability to operate the IT systems (including the Computer Software, Computer Hardware, or data flows or interfaces), Seller and Purchaser shall, immediately after notice from Purchaser, negotiate in good faith a schedule to the Transition Services Agreement as contemplated by Section 5.18, pursuant to which Seller would provide to Purchaser those IT necessary to enable Purchaser to operate the Business f...
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IT Transition 
Sample 1

Related to IT Transition

  • Contract Transition Upon Contract expiration or termination, the Contractor shall ensure a seamless transfer of Contract responsibilities with any subsequent Contractor necessary to transition the Products and services of the Contract. The incumbent Contractor assumes all expenses related to the contract transition.

  • Tandem Transit Traffic ‌ 12.1 As used in this Section, Tandem Transit Traffic is Telephone Exchange Service traffic that originates on Onvoy's network, and is transported through Frontier’s Tandem to the subtending End Office or its equivalent of another carrier (CLEC, ILEC other than Frontier, Commercial Mobile Radio Service (CMRS) carrier, or other LEC (“Other Carrier”). Neither the originating nor terminating customer is a Customer of Frontier. Subtending End Offices shall be determined in accordance with and as identified in the Local Exchange Routing Guide (LERG). For the avoidance of any doubt, under no circumstances shall Frontier be required to transit traffic through a Frontier Tandem to a Central Office that the LERG does not identify as subtending that particular Frontier Tandem. Switched Exchange Access Service traffic is not Tandem Transit Traffic. 12.2 Tandem Transit Traffic Service provides Onvoy with the transport of Tandem Transit Traffic as provided below. 12.3 Tandem Transit Traffic may be routed over the Interconnection Trunks described in Sections 2 through 6 of this Attachment. Onvoy shall deliver each Tandem Transit Traffic call to Frontier’s Tandem with CCS and the appropriate Transactional Capabilities Application Part (“TCAP”) message to facilitate full interoperability of CLASS Features and billing functions. 12.4 Onvoy may use Tandem Transit Traffic Service only for traffic that originates on Onvoy’s network and only to send traffic to an Other Carrier with whom Onvoy has a reciprocal traffic exchange arrangement (either via written agreement or mutual tariffs) that provides for the Other Carrier, to terminate or complete traffic originated by Onvoy and to bill Onvoy, and not to bill Frontier, for such traffic. Onvoy agrees not to use Frontier’s Tandem Transit Traffic Service to send traffic to an Other Carrier with whom Onvoy does not have such a reciprocal traffic exchange arrangement or to send traffic that does not originate on Onvoy’s network. 12.5 Onvoy shall pay Frontier for Tandem Transit Traffic Service at the rates specified in the Pricing Attachment. Frontier will not be liable for compensation to any Other Carrier for any traffic that is transported through Frontier’s Tandem and Frontier reserves the right to assess to Onvoy any additional charges or costs any Other Carrier imposes or levies on Frontier for the delivery or termination of such traffic, including any Switched Exchange Access Service charges. If Frontier is billed by any Other Carrier for any traffic originated by Onvoy, Frontier may provide notice to Onvoy of such billing. Upon receipt of such notice, Onvoy shall immediately stop using Frontier’s Tandem Transit Traffic Service to send any traffic to such Other Carrier until it has provided to Frontier certification that the Other Carrier has removed such billed charges from its bill to Frontier and that the Other Carrier will not bill Frontier for any traffic originated by Onvoy. Such certification must be signed by an authorized officer or agent of the Other Carrier and must be in a form acceptable to Frontier. 12.6 If Onvoy uses Tandem Transit Traffic Service for traffic volumes that exceed the Centum Call Seconds (Hundred Call Seconds) busy hour equivalent of 200,000 combined minutes of use per month (a DS1 equivalent) to the subtending End Office of a particular Other Carrier for any month (the “Threshold Level”). Onvoy shall use good faith efforts to establish direct interconnection with such Other Carrier and reduce such traffic volumes below the Threshold Level. If Frontier believes that Xxxxx has not exercised good faith efforts promptly to obtain such direct interconnection, either Party may use the Dispute Resolution processes of this Agreement. 12.7 If Onvoy fails to comply with Section 12 of this Attachment, such failure shall be a material breach of a material provision of this Agreement and Frontier may exercise any and all remedies under this Agreement and Applicable Law for such breach. 12.8 If or when a third party carrier plans to subtend an Onvoy switch, then Onvoy shall provide written notice to Frontier at least ninety (90) days before such subtending service arrangement becomes effective so that Frontier may negotiate and establish direct interconnection with such third party carrier. Upon written request from Frontier, Onvoy shall offer to Frontier a service arrangement equivalent to or the same as Tandem Transit Traffic Service provided by Frontier to Onvoy as defined in this Section such that Frontier may terminate calls to a Central Office or its equivalent of a CLEC, ILEC other than Frontier, CMRS carrier, or other LEC, that subtends an Onvoy Central Office or its equivalent (“Reciprocal Tandem Transit Service”). Onvoy shall offer such Reciprocal Transit Service arrangements under terms and conditions of an amendment to this Agreement or a separate agreement no less favorable than those provided in this Section. 12.9 Neither Party shall take any actions to prevent the other Party from entering into a direct and reciprocal traffic exchange arrangement with any carrier to which it originates, or from which it terminates, traffic.

  • Transition Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Purchaser from and after the Closing.

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • Emergency Transition Registry Operator agrees that, in the event that any of the emergency thresholds for registry functions set forth in Section 6 of Specification 10 is reached, ICANN may designate an emergency interim registry operator of the registry for the TLD (an “Emergency Operator”) in accordance with ICANN’s registry transition process (available at <xxxx://xxx.xxxxx.xxx/en/resources/registries/transition-­‐processes>) (as the same may be amended from time to time, the “Registry Transition Process”) until such time as Registry Operator has demonstrated to ICANN’s reasonable satisfaction that it can resume operation of the registry for the TLD without the reoccurrence of such failure. Following such demonstration, Registry Operator may transition back into operation of the registry for the TLD pursuant to the procedures set out in the Registry Transition Process, provided that Registry Operator pays all reasonable costs incurred (i) by ICANN as a result of the designation of the Emergency Operator and (ii) by the Emergency Operator in connection with the operation of the registry for the TLD, which costs shall be documented in reasonable detail in records that shall be made available to Registry Operator. In the event ICANN designates an Emergency Operator pursuant to this Section 2.13 and the Registry Transition Process, Registry Operator shall provide ICANN or any such Emergency Operator with all data (including the data escrowed in accordance with Section 2.3) regarding operations of the registry for the TLD necessary to maintain operations and registry functions that may be reasonably requested by ICANN or such Emergency Operator. Registry Operator agrees that ICANN may make any changes it deems necessary to the IANA database for DNS and WHOIS records with respect to the TLD in the event that an Emergency Operator is designated pursuant to this Section 2.13. In addition, in the event of such failure, ICANN shall retain and may enforce its rights under the Continued Operations Instrument.

  • BUSINESS CONTINUITY/DISASTER RECOVERY In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond State Street’s control, State Street shall take reasonable steps to minimize service interruptions. Specifically, State Street shall implement reasonable procedures to prevent the loss of data and to recover from service interruptions caused by equipment failure or other circumstances with resumption of all substantial elements of services in a timeframe sufficient to meet business requirements. State Street shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Trusts; and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. State Street shall test the ability to recover to alternate data processing equipment in accordance with State Street program standards, and provide a high level summary of business continuity test results to the Trusts upon request. State Street will remedy any material deficiencies in accordance with State Street program standards. Upon reasonable advance notice, and at no cost to State Street, the Trusts retain the right to review State Street’s business continuity, crisis management, disaster recovery, and third-party vendor management processes and programs (including discussions with the relevant subject matter experts and an on-site review of the production facilities used) related to delivery of the service no more frequently than an annual basis. Upon reasonable request, the State Street also shall discuss with senior management of the Trusts any business continuity/disaster recovery plan of the State Street and/or provide a high-level presentation summarizing such plan.”

  • Transit Traffic 7.2.2.3.1 CenturyLink will accept traffic originated by CLEC’s network and/or its end user(s) for termination to other Telecommunications Carrier’s network and/or its end users that is connected to CenturyLink's Switch. CenturyLink will also terminate traffic from these other Telecommunications Carriers’ network and/or its end users to CLEC’s network and/or its end users. For purposes of the Agreement, transit traffic does not include traffic carried by Interexchange Carriers. That traffic is defined as Jointly Provided Switched Access. 7.2.2.3.2 The Parties involved in transporting transit traffic will deliver calls to each involved network with CCS/SS7 protocol and the appropriate ISUP/TCAP messages to facilitate full Interoperability and Billing functions. 7.2.2.3.3 The originating company is responsible for payment of appropriate rates to the transit company and to the terminating company. The Parties agree to enter into traffic exchange agreements with third party Telecommunications Carriers prior to delivering traffic to be transited to third party Telecommunications Carriers. In the event one Party originates traffic that transits the second Party’s network to reach a third party Telecommunications Carrier with whom the originating Party does not have a traffic exchange agreement, then the originating Party will indemnify, defend and hold harmless the second Party against any and all charges levied by such third party Telecommunications Carrier, including any termination charges related to such traffic and any attorneys fees and expenses. In the case of IntraLATA LEC Toll traffic where CenturyLink is the designated IntraLATA Toll provider for existing LECs, CenturyLink will be responsible for payment of appropriate usage rates. 7.2.2.3.4 When CenturyLink receives an unqueried call from CLEC to a telephone number that has been ported to another local services provider, the transit rate will apply in addition to any query rates. 7.2.2.3.5 In the case of a transit call that terminates in the Local Calling Area but in a different state than the call originated, and the CLEC does not have an agreement with CenturyLink in the state where the transit call terminated, CLEC must execute an agreement for that state if it is a state served by CenturyLink. In the absence of a second agreement, the transit rate in Exhibit A of this Agreement will be billed to the CLEC.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Default under Specified Transaction The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

  • Prior Disaster Relief Contract Violation Under Sections 2155.006 and 2261.053 of the Texas Government Code (relating to convictions and penalties regarding Hurricane Xxxx, Hurricane Xxxxxxx, and other disasters), the Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate.

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