Operational Transition. IT IS RECOGNIZED THAT THERE IS NO ASSURANCE GIVEN BY SELLER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE SELLER IS THE OPERATOR AND OTHER PARTIES OWN INTERESTS
Operational Transition. For a reasonable period of time after Closing, Buyer and Seller shall cooperate with respect to transition activities as to Properties where Buyer succeeds Seller as operator. IT IS RECOGNIZED THAT THERE IS NO ASSURANCE GIVEN BY SELLER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE OTHER PARTIES OWN INTERESTS IN THE XXXXX LOCATED THEREON. To the extent Seller remains an operator after Closing (which it shall have no obligation to do), it shall serve as operator under the applicable operating agreement in the manner provided by such agreement and, to the extent Seller so operates any Property after Closing, its obligations to Buyer with respect thereto shall be no greater than those which it would have to a non-operator under the applicable operating agreement (and, in the absence of an operating agreement, under the AAPL 610 (1989 Revision) form Operating Agreement), IT BEING RECOGNIZED THAT,
Operational Transition. IT IS RECOGNIZED THAT THERE IS NO ASSURANCE GIVEN BY SELLERS THAT BUYER SHALL SUCCEED SELLERS AS OPERATOR OF ANY PROPERTY WHERE OTHER PARTIES OWN INTERESTS IN THE XXXXX LOCATED THEREON, but Sellers shall cooperate with Buyer to see that Buyer shall succeed Sellers as operator of all the Sellers operated properties, by: (a) delivering at Closing signed counterparts of letters addressed to non-operating working interest owners of the Sellers operated Properties advising them of the sale of those Properties by Sellers to Buyer; and seeking such owners’ consideration of Buyer’s selection as successor to Seller as operator, and (b) executing applicable change of operator forms for filing with the applicable Governmental Agencies.
Operational Transition. 10.1 The Supplier shall perform the activities identified in the Exit Plan as required to effect a smooth transfer of operational responsibilities for the Replacement Services. Irrespective of the existence of an Exit Plan, the Supplier shall perform the following tasks:
(a) documenting and delivering documentation, equipment and material used to provide the Services (including but not limited to up-to-date copies of all design-related processes and procedures and all delivery-related documentation as required as part of the Process Manual);
(b) providing work volumes, staffing requirements, actual Operational Measures and information on historical performance for each service component, over the preceding twelve (12) months (or such shorter period during which the Services may actually have been provided);
(c) with respect to work in progress as at the end of the Termination Period, documenting the current status, stabilising for continuity during transition, and providing any required training to achieve transfer of responsibility without loss of momentum or adverse impact on project timetables; and
(d) providing information and raw data for reports, as required.
10.2 During the Termination Period, the Supplier shall:
(a) continue to provide the Services in accordance with the Operational Measures and Super KPI, save to the extent the same may have been varied by agreement between the parties and set out in the Exit Plan, and on the terms set out in this Agreement;
(b) co-operate with HSBC and any other Service Recipients, and where applicable any successor supplier to ensure the orderly transfer of responsibility for the Services including promptly, upon reasonable request, facilitating meetings with Sub-Contractors;
(c) provide all reasonable assistance and appropriate resources to HSBC and any other Service Recipients and any successor supplier to facilitate the orderly transfer of Services to HSBC or a successor supplier;
(d) promptly and diligently answer any questions about the Services which may be asked by HSBC or by any successor supplier with a view to (i) explaining the manner in which the Services have been provided; or (ii) allowing HSBC or the successor supplier to conduct due diligence; and INTERNAL
(e) carry out such security tasks as are appropriate to identify security and operator risks inherent in the transfer of the Services and inform HSBC of such risks and possible preventative and curative measures necessary to deal with such risk...
Operational Transition. 9 PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SEC Termination Assistance Services
Operational Transition. 12.1 Subject to the provisions of paragraph 4 above, the Service Provider shall use Commercially Reasonable Efforts to perform the activities identified in the Exit Plan as required to effect a smooth transfer of operational responsibilities for the Replacement Services. This may include (to the extent applicable to the Replacement Services and where not already documented in this Schedule 15) the following:
12.1.1 carrying out such activities within the time frames specified in the Exit Plan and ensuring that the quality metrics and other acceptance and handover completion processes specified in the Exit Plan are complied with or, if none are specified, ensuring the quality levels achieved are consistent with Good Industry Practice;
12.1.2 documenting and delivering object libraries, reference files and software comprised in the Developed IPR;
12.1.3 delivering the existing systems support profiles, monitoring or system logs, the Documentation, problem tracking/resolution documentation and status reports;
12.1.4 providing work volumes, staffing requirements, actual Service Levels and information on historical performance for each service component, over the twelve (12) months preceding the commencement of the Termination Assistance Period;
12.1.5 with respect to work in progress as at the end of the Termination Assistance Period, documents the current status, stabilising for continuity during transition and providing any required training to achieve transfer of responsibility without loss of momentum or adverse impact on project timetables; and
12.1.6 providing information and raw data for reports, as required.
Operational Transition. IT IS RECOGNIZED THAT THERE IS NO ASSURANCE GIVEN BY SELLER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE SELLER IS THE OPERATOR AND OTHER PARTIES OWN INTERESTS IN THE XXXXX LOCATED THEREON. To the extent Seller remains an operator after Closing (which it shall have no obligation to do), it shall serve as operator under the applicable operating agreement in the manner provided by such agreement (or, if such Property is wholly owned by Seller and without an operating agreement, the parties shall use commercial reasonable efforts to mutually agree on a form of a contract operator agreement in order for Seller to continue operations on such Properties and, to the extent Seller so operates any Property after Closing, its obligations to Buyer with respect thereto shall be no greater than those which it would have to a non-operator under the applicable operating agreement (and, in the absence of an operating agreement, under the AAPL 610 (1989 Revision) form Operating Agreement), IT BEING RECOGNIZED THAT, UNDER SUCH AGREEMENTS AND SUCH FORM, THE OPERATOR SHALL NOT BE RESPONSIBLE FOR ITS OWN NEGLIGENCE, AND HAS NO RESPONSIBILITY OR LIABILITY OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Operational Transition. (a) From and after the date hereof, Seller shall, and shall cause its applicable Affiliates and representatives, to cooperate with Purchaser and Affiliates and their respective agents and representatives to effectuate the smooth and efficient transition of the operations of the Facilities to Purchaser (or its designee) at the Closing. As soon as reasonably practicable following the date hereof, Purchaser and Seller shall, and shall cause their respective representatives, to cooperate and work together to prepare a reasonable and reasonably detailed transition protocol and procedure (the “Transition Protocol”), including such transition protocols and procedures necessary to effect the transition contemporaneously with the Closing of the existing plant connectivity and information technology systems to the connectivity and information technology systems of Purchaser and its Affiliates. (b) Without limiting the generality of Section 5.2, prior to the Closing, Seller shall, and shall cause its Affiliates (including the Companies and their Subsidiaries) to, grant access to the Xxxxxxx Facility and Oleander Facility to Purchaser, its Affiliates and their respective representatives for the purpose of installing equipment and materials necessary to effect the transition of operational control of the Facilities at the Closing in accordance with the Transition Protocol; provided, however, that any such installation will be conducted in such a manner as not to materially interfere with the operations of the Business or any other Person.
(c) At or promptly after the Closing, Seller shall deliver to Purchaser all books of account and corporate records relating primarily to the Companies, their Subsidiaries or their properties, business, operations or condition to the extent such information is not in the custody or possession of such Companies or Subsidiaries on the Closing Date other than (i) in the case of claims between the Parties, any information that is subject to any attorney-client, work product or other privilege or that otherwise would not be required to be provided pursuant to a subpoena or other civil discovery procedure or (ii) books and records that Seller reasonably determines cannot practicably be delivered to Purchaser, in which case Seller will provide - 47 - Purchaser with reasonable access, upon reasonable prior written notice (but in no event less than five Business Days’ prior written notice) and during normal business hours, to such books and rec...
Operational Transition. IT IS RECOGNIZED THAT THERE IS NO ASSURANCE GIVEN BY SELLER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE OTHER PARTIES OWN INTERESTS IN THE XXXXX LOCATED THEREON. If requested by Buyer, Seller shall remain as operator of the Properties it currently operates until no later than October 30, 2004, pursuant to terms of a transitional operating agreement as provided below. To the extent Seller remains an operator after Closing (which it shall have no obligation to do), it shall serve as operator under the applicable operating agreement in the manner provided by such agreement and, to the extent Seller so operates any Property after Closing, its obligations to Buyer with respect thereto shall be no greater than those which it would have to a non-operator under the applicable operating agreement (and, in the absence of an operating agreement, under the AAPL 610 (1989 Revision) form Operating Agreement), IT BEING RECOGNIZED THAT, UNDER SUCH AGREEMENTS AND SUCH FORM, THE OPERATOR IS NOT RESPONSIBLE FOR ITS OWN NEGLIGENCE, AND HAS NO RESPONSIBILITY OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Anything to the contrary notwithstanding, if Seller has been designated as the Operator under any operating agreement applicable to the Oil and Gas Properties but Seller has contracted with one of its affiliates to perform the services of the Operator, then after the Closing, Seller shall not remain as Operator or perform any services with respect to the operation of such Oil and Gas Property. However, for the providing of services for Properties Seller does not operate, and if Buyer succeeds Seller as the Operator with respect to any of such contract operated Oil and Gas Properties, Seller shall cause its affiliated contract operator to enter into an agreement, in the form of Exhibit 10.2,“Transition Agreement,”with Buyer at the Closing providing for the interim operation of such Oil and Gas Property by such affiliated contract operator.
Operational Transition. IT IS RECOGNIZED THAT THERE IS NO ASSURANCE GIVEN BY SELLERS THAT BUYER SHALL SUCCEED SELLERS AS OPERATOR OF ANY OIL AND GAS PROPERTY WHERE OTHER PARTIES OWN INTERESTS IN THE XXXXX LOCATED THEREON, but Sellers shall cooperate with Buyer to see that Buyer shall succeed Sellers as operator of all the Sellers operated properties, by: (a) delivering at Closing, signed counterparts of letters addressed to non-operating working interest owners of the Sellers operated Oil and Gas Properties advising them of the sale of those Oil and Gas Properties by Sellers to Buyer; and seeking such owners’ consideration of Buyer’s selection as successor to Seller as operator, and (b) executing applicable change of operator forms in favor of Buyer for filing with the applicable Governmental Agencies.
