Modification of Procedures. The Provider may make changes from time to time in its standards and procedures for performing the Transition Services for which it is responsible hereunder. Notwithstanding the foregoing sentence, unless required by law, the Provider shall not implement any substantial changes affecting a Recipient of the relevant Transition Services unless: (a) the Provider has furnished such Recipient notice (which shall be the same notice the Provider shall provide its own businesses) thereof; (b) the Provider changes such procedures for its own businesses at the same time; and (c) the Provider gives such Recipient a reasonable period of time for such Recipient (i) to adapt its operations to accommodate such changes or (ii) to reject the proposed changes. In the event such Recipient fails to accept or reject a proposed change on or before a date specified in such notice of change, such Recipient shall be deemed to have accepted such change. In the event such Recipient rejects a proposed change but does not terminate this Agreement, such Recipient agrees to pay any charges resulting from the Provider's need to maintain different versions of the same systems, procedures, technologies, or services or resulting from requirements of third party vendors or suppliers.
Appears in 5 contracts
Samples: Transition Services Agreement (Ims Health Inc), Transition Services Agreement (New Dun & Bradstreet Corp), Transition Services Agreement (Dun & Bradstreet Corp)
Modification of Procedures. The (a) Provider may shall be entitled to make changes from time to time in its standards and procedures for performing the Transition Services for manner in which it is responsible hereunder. Notwithstanding the foregoing sentence, unless required by law, the Provider shall not implement performs any substantial changes affecting a Recipient of the relevant Transition Services unless:
Services; provided that (ai) the Provider has furnished such Recipient notice (which shall be the same notice the Provider shall provide provides its own businessesbusiness) thereof;
; (bii) the Provider changes such practices and procedures for its own businesses business units at the same time; and
and (ciii) the Provider gives such Recipient a reasonable period of time for such Recipient to (iA) to adapt its operations to accommodate such changes or (iiB) to reject the proposed such changes. In the event such Recipient fails to accept or reject a proposed change on or before a reasonable date specified in such notice of change, such Recipient failure shall be deemed to have accepted be an acceptance of such change. In the event such Recipient rejects a proposed change but does not terminate this Agreement, such Recipient agrees to pay any charges reasonable expenses resulting from the Provider's ’s need to maintain different or multiple versions of the same systemssystem, procedures, technologies, or services or resulting from requirements of their third party vendors vendors.
(b) In the event Recipient makes a change to its technology environment, software or suppliershardware that renders Provider incapable of providing the Services or Recipient incapable of using the Services, Provider’s performance with respect to such affected Service(s) shall be excused, and Recipient shall be relieved of its obligation to pay for such affected Service(s) to the extent such Services are not performed or have not already been performed by Provider, until Recipient has modified its technology to correct the problem.
Appears in 4 contracts
Samples: Transition Services Agreement (Interval Leisure Group, Inc.), Separation Agreement (Starwood Hotel & Resorts Worldwide, Inc), Transition Services Agreement (Vistana Signature Experiences, Inc.)
Modification of Procedures. The Provider Each party, in its capacity as a Provider, may make changes from time to time in its standards and procedures for performing the Transition Services for which it is responsible hereunder. Notwithstanding the foregoing sentence, unless required by law, the Provider no party, in its capacity as a Provider, shall not implement any substantial changes affecting a Recipient of the relevant Transition Services unless:
(a) the such Provider has furnished such Recipient notice (which shall be the same notice the such Provider shall provide its own businesses) thereof;
(b) the such Provider changes such procedures for its own businesses at the same time; and
(c) the such Provider gives such Recipient a reasonable period of time for such Recipient (i) to adapt its operations to accommodate such changes or (ii) to reject the proposed changes. In the event such Recipient fails to accept or reject a proposed change on or before a date specified in such notice of change, such Recipient shall be deemed to have accepted such change. In the event such Recipient rejects a proposed change but does not terminate this Agreement, such Recipient agrees to pay any charges resulting from the such Provider's need to maintain different versions of the same systems, procedures, technologies, or services or resulting from requirements of third party vendors or suppliers.
Appears in 3 contracts
Samples: Transition Services Agreement (Dun & Bradstreet Corp), Transition Services Agreement (Acnielsen Corp), Transition Services Agreement (Cognizant Corp)
Modification of Procedures. The Provider Each party, in its capacity as Provider, may make changes from time to time in its standards and procedures for performing any of the Transition Services for which it is responsible hereunder. Notwithstanding the foregoing sentenceresponsible; provided, unless however, that, except as provided in Section 1.1(b) or required by lawLaw, the no party in its capacity as Provider shall not implement any substantial changes affecting a Recipient of the relevant a Transition Services Service unless:
(a) the Provider has furnished such Recipient notice (which shall be the same notice the such Provider shall provide its own businesses) thereof;
(b) the Provider changes such the procedures for its own businesses at the same time; and
(c) the Provider gives such Recipient a reasonable period of time for such Recipient (i) to adapt its operations to accommodate such the changes or (ii) to reject the proposed changes. In the event such Recipient fails to accept or reject a proposed change on or before a date specified in such the notice of change, such Recipient shall be deemed to have accepted such the change. In Subject to Section 1.8, in the event such Recipient rejects a proposed change but does not terminate this Agreementthe provision of the Transition Service, such Recipient agrees to shall pay any charges resulting from the Provider's ’s need to maintain different versions of the same systems, procedures, technologies, or services or resulting from requirements of third party vendors or suppliers.
Appears in 3 contracts
Samples: Transition Services Agreement (Marcus & Millichap, Inc.), Transition Services Agreement (Marcus & Millichap, Inc.), Transition Services Agreement (Marcus & Millichap, Inc.)
Modification of Procedures. The Provider may make changes from time to time in its standards and procedures for performing the Transition Services for which it is responsible hereunder. Notwithstanding the foregoing sentence, unless required by law, the Provider shall not implement any substantial changes adversely affecting a the Recipient of the relevant Transition Services unless:
(a) the Provider has furnished such the Recipient notice (which shall be the same notice the Provider shall provide to its own businesses) thereof;
(b) the Provider changes such procedures for its own businesses at the same time; and
(c) the Provider gives such the Recipient a reasonable period of time for such Recipient (i) to adapt its operations to accommodate such changes or (ii) to reject the proposed changes. In the event such the Recipient fails to accept or reject a proposed change on or before a date specified in such notice of changechange (which the Recipient shall have the right, upon notice to the Provider prior to such date, to extend one time only for an additional thirty (30) days)), the Recipient shall be deemed to have accepted such change. In the event such the Recipient rejects a proposed change but does not terminate this Agreementchange, such Recipient the Provider agrees to pay absorb any charges costs resulting from the Provider's need to maintain different versions of the same systems, procedures, technologies, technologies or services or resulting from requirements of third party vendors or suppliersservices.
Appears in 2 contracts
Samples: Insurance and Risk Management Services Agreement (New D&b Corp), Insurance and Risk Management Services Agreement (Dun & Bradstreet Corp/Nw)
Modification of Procedures. The Provider Each party, in its capacity as Provider, -------------------------- may make changes from time to time in its standards and procedures for performing any of the Transition Services for which it is responsible hereunder. Notwithstanding the foregoing sentenceresponsible; provided, unless -------- however, that, except as provided in Section 1.1(b) or required by lawLaw, the no party ------- in its capacity as Provider shall not implement any substantial changes affecting a Recipient of the relevant a Transition Services Service unless:
(a) the Provider has furnished such Recipient notice (which shall be the same notice the such Provider shall provide its own businesses) thereof;
(b) the Provider changes such the procedures for its own businesses at the same time; and
(c) the Provider gives such Recipient a reasonable period of time for such Recipient (i) to adapt its operations to accommodate such the changes or (ii) to reject the proposed changes. In the event such Recipient fails to accept or reject a proposed change on or before a date specified in such the notice of change, such Recipient shall be deemed to have accepted such the change. In Subject to Section 1.8, in the event such Recipient rejects a proposed change but does not terminate this Agreementthe provision of the Transition Service, such Recipient agrees to shall pay any charges resulting from the Provider's need to maintain different versions of the same systems, procedures, technologies, or services or resulting from requirements of third party vendors or suppliers.
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