Operational Separation Sample Clauses

Operational Separation. The separation of the Business from the remaining operations of Parent and its Affiliates as set forth on Section 8.02(c) of the Seller Disclosure Schedule shall have been completed.
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Operational Separation. In the event that a Party elects, after delivery of an Operational Separation Notice in accordance with Section 14.2(b)(i) or 14.2(c)(iv)(B)(iii), the A/R Collaboration Agreement shall not be terminated in its entirety but shall be maintained in effect in accordance with its terms, except for the changes to the terms of this Agreement and effects described below (such changes and effects, an “Operational Separation”):
Sample 1
Operational Separation. Operational Separation shall have been completed in all material respects in the Principal Jurisdictions.
Sample 1
Operational Separation. If an “operational separation” is elected pursuant to Section 14.1 under the circumstances provided for therein, the responsibilities of the JSC and the JRDC with respect to a Collaboration Molecule or Collaboration Product shall be limited to activities [ * ] with respect to such Collaboration Molecule or Collaboration Product; provided, however, that the JSC and the JRDC will still have responsibility for approving the Annual Development and Research Plan Budget. For the avoidance of doubt, an “operational separation” shall be with respect to the Collaboration as a whole, and not on a Collaboration Product-by-Collaboration Product or a Collaboration Molecule-by-Collaboration Molecule basis. Notwithstanding any “operational separation,” each Party may continue to perform Nonclinical Studies and other preclinical research with respect to any Collaboration Molecule or Collaboration Product but without coordination through the JSC or the JRDC.
Sample 1

Related to Operational Separation

  • Transitional Services Seller shall provide to Buyer, with respect to each Specified Business, upon written request from Buyer received by Seller no later than 30 days prior to the Closing Date, such services as may be reasonably requested by Buyer in connection with the operation of such Specified Business for a commercially reasonable transition period following the Closing to allow for conversion of existing or replacement services, in each case to the extent and only to the extent Seller or its Affiliates retains the Assets and employees necessary to allow the provision of such services (“Transitional Services”). In addition, between the date hereof and the Closing, Seller shall use commercially reasonable efforts to cooperate with Buyer to assist Buyer in developing and implementing a plan of transition. Buyer shall promptly reimburse Seller for the reasonable out-of-pocket costs and any incremental costs and expenses necessary to provide Transitional Services. All other terms and conditions for the provision of Transitional Services shall be reasonably satisfactory to both Buyer and Seller and subject to applicable Law.

  • Transactional Services The Service Provider shall communicate to its Customers, as to shares of the Fund, purchase, redemption and exchange orders reflecting the orders it receives from its Customers or from any brokers and banks for their Customers. The Service Provider shall also communicate to beneficial owners holding through it, and to any brokers or banks for beneficial owners holding through them, as to shares of the Fund, mergers, splits and other reorganization activities, and require any broker or bank to communicate such information to its Customers.

  • Optional Services To the extent that the Fund elects to engage the Transfer Agent to provide the services listed below the Fund shall engage the Transfer Agent to provide such services upon terms and fees to be agreed upon by the parties:

  • Distribution Services The Distributor shall sell and repurchase Shares as set forth below, subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"):

  • Change Management BNY Mellon shall require that changes to its network or software used to provide the services are tested and applied pursuant to a documented change management process.

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

  • Quality Service Standards/NAV Errors Price Associates and the Fund may, from time to time, agree to certain quality service standards, with respect to the Services hereunder. In the event Price Associates is the party responsible for causing an error in the computation of the net asset value for a Fund or share class of a Fund (“NAV Error”), the actions that are required to be taken as to such NAV Error shall be made in accordance with the Fund’s Net Asset Value Error Correction Policy and Procedures (“NAV Error Policy”) attached hereto as Schedule II.

  • Professional Services The Administrator shall pay the fees and expenses of the Fund incurred in connection with ordinary professional services, but only up to the limits set forth below. In the event that the fees and expenses for such services are greater than the limits set forth below, the Advisor shall pay the amounts above such limit unless the expense has been specifically assumed by the Fund per the instructions of the Trust’s Board of Trustees.

  • Commissioning preparation of a system or systems to allow hydrocarbons or other process fluids to be safely introduced into the system or systems for processing. In this phase testing will focus on systems, including utilities.

  • Operational Control THE PARTIES EXPRESSLY AGREE THAT LESSEE SHALL AT ALL TIMES WHILE THE AIRCRAFT IS IN ITS POSSESSION DURING THE TERM MAINTAIN OPERATIONAL CONTROL OF THE AIRCRAFT, AND THAT THE INTENT OF THE PARTIES IS THAT THIS AGREEMENT CONSTITUTE A “DRY” OPERATING LEASE. Lessee shall exercise exclusive authority over initiating, conducting, or terminating any flight conducted pursuant to this Agreement, and the Flight Crew shall be under the exclusive command and control of Lessee in all phases of such flights.

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