Orderly Transfer. The Seller shall, and hereby agrees to, cooperate with the Buyer in all reasonable ways, at no direct or indirect cost to the Seller, in effecting any orderly transfer to the Buyer of the Assets to be acquired by the Buyer hereunder.
Orderly Transfer. In the event that this Agreement is terminated pursuant to 5.2 above, then each Party will provide such information, cooperation and assistance to the other Party, as may be reasonably requested, to assure an orderly return or transfer to each Party or its designee of each Party’s proprietary data (and related records and files) and materials, if any, held by the other Party.
Orderly Transfer. Upon the termination of this Agreement for any reason whatsoever (including a default by either party), Contractor will provide such information, cooperation and assistance to Client, as Client may reasonably request, to assure an orderly return or transfer to Client or Client's designee of all Client Confidential Information (and related records and files) and all Work Product (to the extent paid for by Client, provided, however, that any payment by Client shall not be construed as a waiver of or limitation on its rights under this Agreement), in its then current condition. In addition, except as otherwise expressly provided in this Agreement, upon the request of a party after such expiration or termination, the other party will return (or purge its systems and files of, and suitably account for) all Confidential Information supplied to, or otherwise obtained by, such party in connection with this Agreement. A party will certify in writing that it has fully complied with its obligations under this Section within seven days after its receipt of a request by the other party for such a certification. Nothing in this Section 12.3 shall be construed to limit either party's right to seek relief from damages that are caused by the other party's default.
Orderly Transfer. Sellers will use their commercially reasonable efforts to assist and cooperate with Purchaser and LLANY in the orderly transfer of the Business, including without limitation, the Direct Systems and Shared Systems. Sellers will provide Purchaser and LLANY a reasonable level of access to Sellers' personnel skilled in delivering the IT Services for purposes of general consultation and knowledge transfer related to the Business. All costs of such transfer, including all applicable taxes, will be borne by Purchaser and LLANY.
Orderly Transfer. Purchaser shall use commercially reasonable efforts to assist Sears or its designee to convert the processing and servicing of the Sears Repurchase Assets to Sears, its assignee or its processor, as the case may be, as soon as practicable after the Repurchase Closing Date. The parties to the Repurchase Agreement shall negotiate and enter into a transition services agreement, substantially in the form of the Transition Services Agreement, for Purchaser to service the Accounts until the conversion date occurs and for a period of up to one year at its election, any other services that may be reasonably necessary in connection with the Repurchase Agreement.
Orderly Transfer. Hospital shall cooperate with the Health Plan in the orderly transfer of Enrollees being treated or evaluated to a contracted hospital provider, in the event that the Health Plan or physician elects to transfer the Enrollee to another hospital facility. In the event that services or care are required for any Enrollee while awaiting transfer, or within the context of preparation for transfer, the Health Plan and Hospital agree to share such information as may be required. The Health Plan shall authorize payment for services, such as observation costs, in order to facilitate the orderly transfer and maintain the stability and health of the Enrollee. Transfers to other hospitals should occur within 24 hours of the request of the Health Plan to the extent practicable.
Orderly Transfer. Before and after the Closing, Seller and Buyer will cooperate in good faith to ensure the orderly and efficient transfer and conversion of the Assets and Deposits. To this end and to the extent not otherwise provided in this Agreement, Seller and Buyer will meet and agree upon appropriate procedures for notification of customers, employees and suppliers, for conversion of data processing and check clearing systems, and for notification respecting customer inquiries.
Orderly Transfer. Upon the expiration or termination of this Agreement and any purchase order for any reason whatsoever (including a breach by Contractor), Contractor shall provide such information, cooperation, and assistance to Squan, as Squan may reasonably request, to ensure an orderly return and transfer to Squan or Squan’s designee of all tools and materials of Squan and to avoid any interruption or disruption of any Installation. Contractor acknowledges that Squan may need a period of time (“Ramp Down Period”) during which it will migrate its use of the Contractor’s services to another entity or provide any of the services on its own behalf. For purposes of this Agreement and any purchase order, if Squan so requests, the Ramp Down Period shall begin on the day after the last day of any expiration or termination of the Agreement or any purchase order for any reason and end up to thirty (30) days thereafter (or such shorter time as may be requested by Squan). During the Ramp Down Period, Contractor will: (a) maintain the same level and quality of the Services that Contractor is obligated to provide while the Agreement and applicable purchase order is in effect and will apply the same rates that were in effect during the period preceding the Ramp Down Period; (b) cooperate in an orderly and efficient transition to another entity or to Squan; and (c) negotiate in good faith with Squan a transition plan that specifies the schedule under which the Services will cease to be provided to Squan.
Orderly Transfer. Upon the termination of a License Schedule for any reason whatsoever (including a default by either Party), Licensor will provide such information, cooperation and assistance to Licensee, as Licensee may reasonably request, to assure an orderly return or transfer to Licensee or Licensee’s designee of all proprietary data (and related records and files) and materials of Licensee in their then current condition. Upon termination of a License Schedule by Licensor pursuant to Section 2.2, and except as otherwise provided herein or in such License Schedule, Licensee will return all copies of the Software under such License Schedule to Licensor or destroy all copies of the Software under such License Schedule and, if requested by Licensor, provide Licensor with a certificate signed by a duly authorized representative of Licensee attesting to such destruction with thirty (30) days of the effective date of termination.
Orderly Transfer. Before and after the Closing Date, Seller and Buyer will cooperate in good faith to ensure the orderly and efficient transfer and conversion of the Assets and Deposits. To this end and to the extent not otherwise provided in this Agreement, Seller and Buyer will meet and agree upon appropriate procedures for notification of customers, employees and suppliers, for conversion of data processing and check clearing systems, and for notification respecting customer inquiries. No later than fifteen (15) days after the date of this Agreement, Seller will meet with Buyer to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility. Seller shall use reasonable best efforts to deliver to Buyer the specifications and sample files within thirty (30) days after the date of this Agreement; it being understood and agreed that any such sample files will not include any customer-identifiable information.
