Migration Projects. Each Provider will provide the respective Recipient with reasonable support necessary to transition or migrate the services to Recipient or any third party or parties chosen by the Recipient, which may include consulting and training and providing reasonable access to data and other information and to Provider’s employees; provided, however, that such activities shall not unduly burden or interfere with Provider’s business and operations.
Migration Projects. Prior to the end of the applicable term, each Service Provider will provide the Service Recipient, upon written request (the “Project Work Request”), with such reasonable support as may be necessary to migrate the Services to the Service Recipient’s internal organization or to a third party provider (the “Project Work”), including without limitation exporting and providing (subject to applicable Law and the Data Transfer Agreement) all relevant data and information of the applicable Service Recipient from the systems of the applicable Service Provider or any party performing the Services on its behalf. After the Service Provider receives the Project Work Request, the Parties shall meet to discuss and agree on the scope and cost of the Project Work, taking into consideration the Service Provider’s then-available resources. Where required for migrating the Services, Service Recipient’s personnel will be granted reasonable access to the respective facilities of the Service Provider during normal business hours. Project Work may be out-sourced to external service partners (including those involving conversion programs or other programming, or extraordinary management supervision or coordination); provided that the Service Provider shall be responsible for the performance or non-performance of such partners. The Service Recipient shall pay its internal costs incurred in connection with all Project Work performed by its personnel and the internal costs of the Service Provider and the cost of all third-party providers engaged in completing a Project Work all shall be charged by the Service Provider to the Service Recipient on a pass-through basis. For the avoidance of doubt, any portion of the cost of Project Work associated with the setup of the Service Recipient’s data warehousing infrastructure or hosting environment shall be charged by the Service Provider to the Service Recipient on a pass-through basis.
Migration Projects. Subject to Section 10.01(b), prior to the end of the applicable Term, each Provider will provide the Recipient, upon written request (the “Project Work Request”), with such reasonable support as may be necessary to migrate the Services to the Recipient’s internal organization or to a third party provider (the “Project Work”), including without limitation exporting and providing (subject to applicable Law) all relevant data and information of the applicable Recipient from the systems of the applicable Provider or any party performing the Services on its behalf; provided, however, for avoidance of doubt, that the Recipient shall bear any portion of the cost of Project Work associated with the setup of such Recipient’s data warehousing infrastructure or hosting environment. After the Provider receives the Project Work Request, the Parties shall meet to discuss and agree on the scope and cost of the Project Work, taking into consideration the Provider’s then-available resources. Where required for migrating the Services, Recipient’s Personnel will be granted reasonable access to the respective facilities of the Provider during normal business hours. Project Work may be out-sourced to external service partners (including those involving conversion programs or other programming, or extraordinary management supervision and/or coordination); provided that the Provider shall be responsible for the performance or non-performance of such partners. Each Party shall pay its internal and third party costs incurred in connection with all Project Work performed by such Party’s Personnel; provided that the Recipient shall bear the costs of all third party providers engaged in completing a Project Work.
Migration Projects. Each Provider will provide the applicable Recipient with reasonable support necessary to transition the Services that such Provider is required to provide to such Recipient under this Services Agreement, which may include providing reasonable access to data and other information and to such Provider's employees; provided, however, that such activities shall not unduly burden or interfere with such Provider's business and operations. Illustrations of migration services are costs of transferring documentation (including procedures and manuals), removing data from the Provider's systems and records for access by the Recipient and responding to inquiries associated with software mapping. Each party shall bear the costs that it incurs in effecting the migration of such Services.
Migration Projects. At the end of the Term, each Provider will provide the respective Recipient with reasonable support necessary to transition the Services, which may include (a) consulting, (b) training, (c) providing reasonable access to data and other information in Provider's standard format and medium (whether electronic or otherwise) and (d) reasonable access to Provider's employees. Recipient shall bear any costs incurred as a result of requests by Recipient for services, data elements, data manipulation or data production/processing schedules that differ from Provider's standard internal practices and policies (all such data, activities or requests are hereinafter referred to as "Project Work"). Where required for transitioning the Services, the Recipient's employees or approved representatives will be granted reasonable access to the respective Provider's facilities during normal business hours. Certain Project Work may be out-sourced to external service partners (including those involving conversion programs or other programming, or extraordinary management supervision and/or coordination). The Recipient shall pay Provider's actual costs incurred in connection with all Project Work, whether performed by Provider's personnel or external service providers. Prior to commencing any Project Work, Provider shall provide Recipient with an estimate of the cost and scope of such Project Work to be mutually approved by Seller and Buyer.
Migration Projects. The Parties acknowledge, confirm and agree that:
(a) certain assets, property, personnel and undertakings used in respect of the operation of the MDS Diagnostics Division are shared with other MDS business units and various MDS Affiliates (the “Shared Assets”);
(b) the Parties wish to migrate to the Buyer certain aspects of the Shared Assets for the purpose of the continued operation of the MDS Diagnostics Division by Buyer and/or any applicable Designated Buyer Affiliate(s);
(c) the Parties have, together with third party providers, identified various migration projects as set out and described in Schedule 2.1 (each a “Migration Project” and collectively the “Migration Projects”), which they have reasonably concluded are the projects necessary to enable the operation of the MDS Diagnostics Division to be carried out by Buyer and the applicable Designated Buyer Affiliate(s) in the ordinary course independent of MDS and substantially in the same manner and same degree of operational effectiveness as existed prior to the Effective Date (i.e. the operation of the MDS Diagnostics Division by Buyer and/or any applicable Designated Buyer Affiliate(s) shall no longer be dependent upon MDS for the provision of certain support services in order to conduct such portion of its operations to which the Migration Projects relate (such portion of operations, the “MDS Supported Portion”), having regard to the acknowledgement made in the immediately following sentence. Buyer acknowledges that MDS has operated the MDS Diagnostics Division as one of a number of business units within a larger, multi-division, public corporation, which business units are to some extent inter-supportive, and that post-Closing Buyer and the applicable Designated Buyer Affiliate(s) shall operate the MDS Diagnostics Division as a stand-alone private business enterprise and that in the determination of whether Buyer and the applicable Designated Buyer Affiliate(s) shall be in a position to carry out the MDS Supported Portion in the ordinary course of business independently of MDS differences that would typically be expected to result from no longer being such a business unit of MDS as referenced in the foregoing acknowledgement shall be taken into account. The operations of the MDS Diagnostics Division, including the MDS Supported Portion, are collectively referred to as the “Diagnostics Operations”. “Successful Completion of Migration” means Successful Completion of all of the Migration Projects h...
Migration Projects. Parent or its Affiliates will provide, after the Closing, the respective Recipient with reasonable support necessary to transition or migrate the Services to the applicable Recipient or any third party chosen by the applicable Recipient and such support shall be deemed a part of the Services and Service Receiver will pay the rates set forth in the Schedule for such support Services. Such support may include consulting and training and providing reasonable access to data and other information and to Parent's and its Affiliates employees. For the avoidance of doubt, the Services described in this Section shall be limited to the applicable Transition Term (as defined in Section 3.4 (Term of each Schedule)) for the applicable Service.
