Primary Points of Contact for this Agreement. (a) Each Party shall appoint an individual to act as the primary point of operational contact for the administration and operation of this Agreement, as follows: (i) The individual appointed by the Acquiror as the primary point of operational contact pursuant to this Section 2.25(a) (the “Acquiror Contract Manager” identified on Schedule 2.25) shall have overall operational responsibility for coordinating, on behalf of the Acquiror, all activities undertaken by the Acquiror and the Acquiror Entities and their Affiliates and Representatives hereunder, including the performance of the Acquiror’s obligations hereunder, the coordination of the provision of the Services and access to the Facilities with the Parent, acting as a day-to-day contact with the Parent Contract Manager and making available to the Parent the data, facilities, resources and other support services from the Acquiror required for the Parent Providers to be able to provide the Services and access to the Facilities in accordance with the requirements of this Agreement. The Acquiror may replace the Acquiror Contract Manager with an employee or officer with comparable knowledge, expertise and decision-making authority from time to time upon written notice to the Parent pursuant to Section 7.03(b). The Acquiror shall use commercially reasonable efforts to provide at least thirty (30) days prior written notice of any such change. (ii) The individual appointed by the Parent as the primary point of operational contact pursuant to this Section 2.25(a) (the “Parent Contract Manager” identified on Schedule 2.25) shall have overall operational responsibility for coordinating, on behalf of the Parent, all activities undertaken by the Parent Providers and their Affiliates and Representatives hereunder, including the performance of the Parent’s obligations hereunder, the coordination of the provision of the Services and access to the Facilities with the Acquiror, acting as a day-to-day contact with the Acquiror Contract Manager and making available to the Acquiror the data, facilities, resources and other support services from the Parent required for the Acquiror Providers to be able to provide the Services and access to the Facilities in accordance with the requirements of this Agreement. The Parent may replace the Parent Contract Manager with an employee or officer with comparable knowledge, expertise and decision-making authority from time to time upon written notice to the Acquiror pursuant to Section 7.03(b). The Parent shall use commercially reasonable efforts to provide at least thirty (30) days prior written notice of any such change. (iii) In addition to the responsibilities set forth in Section 2.25(a)(i) and Section 2.25(a)(ii) and Section 7.09(a), the Contract Managers shall have the authority to approve in writing modifications to the Services, access to Facilities, the terms on which the foregoing are provided and the Schedules hereto. (b) The Parties shall ensure that the Parent Contract Manager and the Acquiror Contract Manager shall meet in person or telephonically as frequently as necessary or advisable for the performance of the Parties’ obligations hereunder, but in no event less than weekly for the first six (6) months of the term and no less than every other week during the remainder of the term. In addition, at least once per quarter during the term of this Agreement, the Contract Managers and the senior executives identified in Section 7.09(a) shall meet to discuss this Agreement and any issues arising hereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Metlife Inc)
Primary Points of Contact for this Agreement. (a) Each Party shall appoint an individual to act as the primary point of operational contact for the administration and operation of this Agreement, as follows:
(i) The individual appointed by the Acquiror as the primary point of operational contact pursuant to this Section 2.25(a) (the “Acquiror Contract Manager” identified on Schedule 2.25) shall have overall operational responsibility for coordinating, on behalf of the Acquiror, all activities undertaken by the Acquiror and the Acquiror Entities and their Affiliates and Representatives hereunder, including the performance of the Acquiror’s obligations hereunder, the coordination of the provision of the Services and access to the Facilities with the Parent, acting as a day-to-day contact with the Parent Contract Manager and making available to the Parent the data, facilities, resources and other support services from the Acquiror required for the Parent Providers to be able to provide the Services and access to the Facilities in accordance with the requirements of this Agreement. The Acquiror may replace the Acquiror Contract Manager with an employee or officer with comparable knowledge, expertise and decision-making authority from time to time upon written notice to the Parent pursuant to Section 7.03(b). The Acquiror shall use commercially reasonable efforts to provide at least thirty (30) days days’ prior written notice of any such change.
(ii) The individual appointed by the Parent as the primary point of operational contact pursuant to this Section 2.25(a) (the “Parent Contract Manager” identified on Schedule 2.25) shall have overall operational responsibility for coordinating, on behalf of the Parent, all activities undertaken by the Parent Providers and their Affiliates and Representatives hereunder, including the performance of the Parent’s obligations hereunder, the coordination of the provision of the Services and access to the Facilities with the Acquiror, acting as a day-to-day contact with the Acquiror Contract Manager and making available to the Acquiror the data, facilities, resources and other support services from the Parent required for the Acquiror Providers Entities to be able to provide receive the Services and access to the Facilities in accordance with the requirements of this Agreement. The Parent may replace the Parent Contract Manager with an employee or officer with comparable knowledge, expertise and decision-making authority from time to time upon written notice to the Acquiror pursuant to Section 7.03(b). The Parent shall use commercially reasonable efforts to provide at least thirty (30) days days’ prior written notice of any such change.
(iii) In addition to the responsibilities set forth in Section 2.25(a)(i) and Section 2.25(a)(ii) and Section 7.09(a), the Contract Managers shall have the authority to approve in writing modifications to the Services, access to Facilities, the terms on which the foregoing are provided and the Schedules hereto.
(b) The Parties shall ensure that the Parent Contract Manager and the Acquiror Contract Manager shall meet in person or telephonically as frequently as necessary or advisable for the performance of the Parties’ obligations hereunder, but in no event less than weekly for the first six (6) months of the term and no less than every other week during the remainder of the term. In addition, at least once per quarter during the term of this Agreement, the Contract Managers and the senior executives identified in Section 7.09(a) shall meet to discuss this Agreement and any issues arising hereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Prudential Financial Inc)
Primary Points of Contact for this Agreement. (a) Each Party shall appoint an individual to act as the primary point of operational contact for the administration and operation of this Agreement, as follows:
(i) The individual appointed by the Acquiror Company as the primary point of operational contact pursuant to this Section 2.25(a2.24(a) (the “Acquiror Company Contract Manager” identified on Schedule 2.25) Manager shall have overall operational responsibility for coordinating, on behalf of the AcquirorCompany, all activities undertaken by the Acquiror and the Acquiror Entities Company Group and their Affiliates and Representatives hereunder, including the performance of the Acquiror’s obligations hereunderrelevant Company Group’ obligations, the coordination of the provision of the Services services and access to the Facilities facilities with the Parentrelevant Parent Group, acting as a day-to-day contact with the Parent MSS Contract Manager Manager, and making available to the Parent Group the data, facilities, resources and other support services from the Acquiror Company Group required for the Parent Providers Group to be able to provide the Services services and access to the Facilities facilities in accordance with the requirements terms of this Agreement. The Acquiror Company may replace the Acquiror Company Contract Manager with an employee or officer with comparable knowledge, expertise and decision-making authority from time to time upon written notice to MSS pursuant to Section 7.03(b). The Company shall use commercially reasonable efforts to provide at least 30 days prior written notice of any such change, or for a shorter period of time, the amount of notice reasonable under the circumstances.
(ii) The individual appointed by MSS as the primary point of operational contact pursuant to this Section 2.24(a) (the “MSS Contract Manager” shall have overall operational responsibility for coordinating, on behalf of MSS, all activities undertaken by the Parent Group and their Representatives hereunder, including the performance of the relevant Parent Group’ obligations, the coordination of the provision of the services and access to the facilities with the relevant Company Group, acting as a day-to-day contact with the Company Contract Manager and making available to the Company Group the data, facilities, resources and other support services from the Parent Group required for the Company Group to be able to provide the services and access to the facilities in accordance with the terms of this Agreement. MSS may replace the MSS Contract Manager with an employee or officer with comparable knowledge, expertise and decision-making authority from time to time upon written notice to the Parent Company pursuant to Section 7.03(b). The Acquiror MSS shall use commercially reasonable efforts to provide at least thirty (30) 30 days prior written notice of any such change.
(ii) The individual appointed by the Parent as the primary point , or for a shorter period of operational contact pursuant to this Section 2.25(a) (the “Parent Contract Manager” identified on Schedule 2.25) shall have overall operational responsibility for coordinating, on behalf of the Parent, all activities undertaken by the Parent Providers and their Affiliates and Representatives hereunder, including the performance of the Parent’s obligations hereundertime, the coordination amount of notice reasonable under the provision of the Services and access to the Facilities with the Acquiror, acting as a day-to-day contact with the Acquiror Contract Manager and making available to the Acquiror the data, facilities, resources and other support services from the Parent required for the Acquiror Providers to be able to provide the Services and access to the Facilities in accordance with the requirements of this Agreement. The Parent may replace the Parent Contract Manager with an employee or officer with comparable knowledge, expertise and decision-making authority from time to time upon written notice to the Acquiror pursuant to Section 7.03(b). The Parent shall use commercially reasonable efforts to provide at least thirty (30) days prior written notice of any such changecircumstances.
(iii) In addition to the responsibilities set forth in Section 2.25(a)(i2.24(a)(i) and Section 2.25(a)(ii2.24(a)(ii) and Section 7.09(a), the Contract Managers shall have the authority to approve in writing modifications to the Services, access to the Facilities, the terms on which the foregoing are provided and the Schedules heretoSchedules.
(b) The Unless otherwise mutually agreed between the Contract Managers, the Parties shall ensure that the Parent MSS Contract Manager and the Acquiror Company Contract Manager shall meet at least weekly, in person or telephonically as frequently as necessary or advisable for the performance of the Parties’ obligations hereundertelephonically, but in no event less than weekly for the first six (6) months of during the term and no less than every other week during the remainder of the termthis Agreement. In addition, at least once per quarter during the term of this Agreement, the Contract Managers and the senior executives identified in Section 7.09(a) designated by the Parties shall meet to discuss this Agreement and any issues arising hereunder.
Appears in 2 contracts
Samples: Transition Services Agreement (Brighthouse Financial, Inc.), Transition Services Agreement (Brighthouse Financial, Inc.)
Primary Points of Contact for this Agreement. (a) Each Party shall appoint an individual to act as the primary point of operational contact for the administration and operation of this Agreement, as follows:
(i) The individual appointed by the Acquiror Company as the primary point of operational contact pursuant to this Section 2.25(a2.15(a) as set forth in Schedule 2.15(a) (the “Acquiror "Company Contract Manager” identified on Schedule 2.25") shall have overall operational responsibility for coordinating, on behalf of the AcquirorCompany, all activities undertaken by the Acquiror Company and the Acquiror Entities Company Subsidiaries and their Affiliates and Representatives hereunder, including the performance of the Acquiror’s Company's obligations hereunder, the coordination of the provision of the Services and access to the Facilities with the Parent, acting as a day-to-day contact with the Parent AIG Contract Manager and making available to the Parent AIG the data, facilities, resources and other support services from the Acquiror Company required for the Parent AIG Providers to be able to provide the Services and access to the Facilities in accordance with the requirements of this Agreement. The Acquiror Company may replace change the Acquiror Company Contract Manager with an employee or officer with comparable knowledge, expertise and decision-making authority from time to time upon written notice to the Parent AIG pursuant to Section 7.03(b)8.02. The Acquiror Company shall use commercially reasonable efforts to provide at least thirty (30) days prior written notice of any such change.
(ii) The individual appointed by the Parent AIG as the primary point of operational contact pursuant to this Section 2.25(a2.15(a) as set forth in Schedule 2.15(a) (the “Parent "AIG Contract Manager” identified on Schedule 2.25") shall have overall operational responsibility for coordinating, on behalf of the ParentAIG, all activities undertaken by the Parent AIG Providers and their Affiliates and Representatives hereunder, including the performance of the Parent’s AIG's obligations hereunder, the coordination coordinating of the provision of the Services and access to the Facilities with the AcquirorCompany, acting as a day-to-day contact with the Acquiror Company Contract Manager. AIG may change the AIG Contract Manager and making available to the Acquiror the data, facilities, resources and other support services from the Parent required for the Acquiror Providers to be able to provide the Services and access to the Facilities in accordance with the requirements of this Agreement. The Parent may replace the Parent Contract Manager with an employee or officer with comparable knowledge, expertise and decision-making authority from time to time upon written notice to the Acquiror Company pursuant to Section 7.03(b)8.02. The Parent AIG shall use commercially reasonable efforts to provide at least thirty (30) days prior written notice of any such change.
(iii) In addition to the responsibilities set forth in Section 2.25(a)(i) and Section 2.25(a)(ii) and Section 7.09(a), the Contract Managers shall have the authority to approve in writing modifications to the Services, access to Facilities, the terms on which the foregoing are provided and the Schedules hereto.
(b) The Parties shall ensure that the Parent AIG Contract Manager and the Acquiror Company Contract Manager shall meet in person or telephonically as frequently as necessary or advisable for the performance of the Parties’ ' obligations hereunder, but in no event less than weekly for the first six (6) months of the term and no less than every other week during the remainder of the term. In addition, at least once per quarter during the term of this Agreement, the Contract Managers and the senior executives identified in Section 7.09(a) shall meet to discuss this Agreement and any issues arising hereunder.
Appears in 1 contract
Samples: Master Separation Agreement (American International Group Inc)
Primary Points of Contact for this Agreement. (a) Each Party shall appoint an individual to act as the primary point of operational contact for the administration and operation of this Agreement, as follows:
(i) The individual appointed by the Acquiror Company as the primary point of operational contact pursuant to this Section 2.25(a2.15(a) as set forth in Schedule 2.15(a) (the “Acquiror Company Contract Manager” identified on Schedule 2.25”) shall have overall operational responsibility for coordinating, on behalf of the AcquirorCompany, all activities undertaken by the Acquiror Company and the Acquiror Entities Company Subsidiaries and their Affiliates and Representatives hereunder, including the performance of the AcquirorCompany’s obligations hereunder, the coordination of the provision of the Services and access to the Facilities with the Parent, acting as a day-to-day contact with the Parent AIG Contract Manager and making available to the Parent AIG the data, facilities, resources and other support services from the Acquiror Company required for the Parent AIG Providers to be able to provide the Services and access to the Facilities in accordance with the requirements of this Agreement. The Acquiror Company may replace change the Acquiror Company Contract Manager with an employee or officer with comparable knowledge, expertise and decision-making authority from time to time upon written notice to the Parent AIG pursuant to Section 7.03(b)8.02. The Acquiror Company shall use commercially reasonable efforts to provide at least thirty (30) days prior written notice of any such change.
(ii) The individual appointed by the Parent AIG as the primary point of operational contact pursuant to this Section 2.25(a2.15(a) as set forth in Schedule 2.15(a) (the “Parent AIG Contract Manager” identified on Schedule 2.25”) shall have overall operational responsibility for coordinating, on behalf of the ParentAIG, all activities undertaken by the Parent AIG Providers and their Affiliates and Representatives hereunder, including the performance of the ParentAIG’s obligations hereunder, the coordination coordinating of the provision of the Services and access to the Facilities with the AcquirorCompany, acting as a day-to-day contact with the Acquiror Company Contract Manager. AIG may change the AIG Contract Manager and making available to the Acquiror the data, facilities, resources and other support services from the Parent required for the Acquiror Providers to be able to provide the Services and access to the Facilities in accordance with the requirements of this Agreement. The Parent may replace the Parent Contract Manager with an employee or officer with comparable knowledge, expertise and decision-making authority from time to time upon written notice to the Acquiror Company pursuant to Section 7.03(b)8.02. The Parent AIG shall use commercially reasonable efforts to provide at least thirty (30) days prior written notice of any such change.
(iii) In addition to the responsibilities set forth in Section 2.25(a)(i) and Section 2.25(a)(ii) and Section 7.09(a), the Contract Managers shall have the authority to approve in writing modifications to the Services, access to Facilities, the terms on which the foregoing are provided and the Schedules hereto.
(b) The Parties shall ensure that the Parent AIG Contract Manager and the Acquiror Company Contract Manager shall meet in person or telephonically as frequently as necessary or advisable for the performance of the Parties’ obligations hereunder, but in no event less than weekly for the first six (6) months of the term and no less than every other week during the remainder of the term. In addition, at least once per quarter during the term of this Agreement, the Contract Managers and the senior executives identified in Section 7.09(a) shall meet to discuss this Agreement and any issues arising hereunder.
Appears in 1 contract
Samples: Transition Services Agreement (Transatlantic Holdings Inc)
Primary Points of Contact for this Agreement. (a) Each Party shall appoint an individual to act as the primary point of operational contact for the administration and operation of this Agreement, as follows:
(i) The individual appointed by the Acquiror Company as the primary point of operational contact pursuant to this Section 2.25(a2.15(a) as set forth in Schedule 2.15(a) (the “Acquiror Company Contract Manager” identified on Schedule 2.25”) shall have overall operational responsibility for coordinating, on behalf of the AcquirorCompany, all activities undertaken by the Acquiror Company and the Acquiror Entities Company Subsidiaries and their Affiliates and Representatives hereunder, including the performance of the AcquirorCompany’s obligations hereunder, the coordination of the provision of the Services and access to the Facilities with the Parent, acting as a day-to-day contact with the Parent AIG Contract Manager and making available to the Parent AIG the data, facilities, resources and other support services from the Acquiror Company required for the Parent AIG Providers to be able to provide the Services and access to the Facilities in accordance with the requirements of this Agreement. The Acquiror Company may replace change the Acquiror Company Contract Manager with an employee or officer with comparable knowledge, expertise and decision-making authority from time to time upon written notice to the Parent AIG pursuant to Section 7.03(b)8.02. The Acquiror Company shall use commercially reasonable efforts to provide at least thirty (30) days days’ prior written notice of any such change.
(ii) The individual appointed by the Parent AIG as the primary point of operational contact pursuant to this Section 2.25(a2.15(a) as set forth in Schedule 2.15(a) (the “Parent AIG Contract Manager” identified on Schedule 2.25”) shall have overall operational responsibility for coordinating, on behalf of the ParentAIG, all activities undertaken by the Parent AIG Providers and their Affiliates and Representatives hereunder, including the performance of the ParentAIG’s obligations hereunder, the coordination coordinating of the provision of the Services and access to the Facilities with the AcquirorCompany, acting as a day-to-day contact with the Acquiror Company Contract Manager. AIG may change the AIG Contract Manager and making available to the Acquiror the data, facilities, resources and other support services from the Parent required for the Acquiror Providers to be able to provide the Services and access to the Facilities in accordance with the requirements of this Agreement. The Parent may replace the Parent Contract Manager with an employee or officer with comparable knowledge, expertise and decision-making authority from time to time upon written notice to the Acquiror Company pursuant to Section 7.03(b)8.02. The Parent AIG shall use commercially reasonable efforts to provide at least thirty (30) days days’ prior written notice of any such change.
(iii) In addition to the responsibilities set forth in Section 2.25(a)(i) and Section 2.25(a)(ii) and Section 7.09(a), the Contract Managers shall have the authority to approve in writing modifications to the Services, access to Facilities, the terms on which the foregoing are provided and the Schedules hereto.
(b) The Parties shall ensure that the Parent AIG Contract Manager and the Acquiror Company Contract Manager shall meet in person or telephonically as frequently as necessary or advisable for the performance of the Parties’ obligations hereunder, but in no event less than weekly for the first six (6) months of the term and no less than every other week during the remainder of the term. In addition, at least once per quarter during the term of this Agreement, the Contract Managers and the senior executives identified in Section 7.09(a) shall meet to discuss this Agreement and any issues arising hereunder.
Appears in 1 contract
Samples: Transition Services Agreement (Transatlantic Holdings Inc)