Service Transfer Assistance Sample Clauses

Service Transfer Assistance. Section 7.0 of each MOA or any similar provision of the MOAs and PSAs will be amended to require GECIS to assist Genworth in making an orderly transition of the services upon any expiration or termination of the MOA or PSA or exercise of the Carve-Out Option. Genworth may request that such “Services Transfer Assistance” commence up to one year prior to such scheduled expiration or termination and extend for the period set forth elsewhere in this Exhibit A. At Genworth’s option, the Services Transfer Assistance shall include all or any portion of the services and incidental services related to the transition. Charges for such services shall be as set forth in the MOA or PSA or, if the MOA or PSA does not provide for the types of services requested, as agreed in advance by the parties. All additional costs and expenses incurred by GECIS in providing Services Transfer Assistance shall be agreed in advance between the parties and shall be paid in full by Genworth. Migration of Processes between Genworth and GECIS: Transition/Migration Costs: Genworth shall bear all costs agreed in advance between the parties and incurred by GECIS on account of transition/migration of services/processes from (i) Genworth to GECIS and/or (ii) GECIS to Genworth or its designee. Assignment and Subcontracting Without the prior written consent of Genworth, GECIS shall not voluntarily, involuntarily or by operation of law, assign or otherwise transfer any MOA or PSA or any of GECIS’s rights thereunder, except as provided under “Divestiture,” above. Any assignment or transfer without Genworth’s written consent or not in accordance with the provisions under “Divestiture” shall be void and at the option of Genworth shall constitute a material default thereunder. Nothing contained in any MOA or PSA shall preclude GECIS from assigning or otherwise transferring such MOA or PSA or any of GECIS’s rights thereunder, in whole or in part, to any of its Affiliates, upon 30 day’s prior written notice to Genworth and subject to receipt by Genworth of all necessary regulatory approvals. Notwithstanding Genworth’s consent to any subcontract, GECIS shall remain liable for the performance of all of GECIS obligations under the MOAs and PSAs. Genworth shall not be obligated to pay any person other than GECIS for Services rendered by any subcontractor. Item Term
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Service Transfer Assistance a. CORPBANCA may request that IBM provide Assistance in the Transfer of Services at least six months in advance of the expiration date of the present agreement. To this end, CORPBANCA and IBM shall agree to a transition plan that does not interfere with IBM’s ability to provide the Services and IBM shall provide a quote for the aforementioned services and it shall provide them upon acceptance of the costs of such services by CORPBANCA. The quote shall be at reasonable market prices and it shall contain the conditions under which the services shall be provided in this period, which may include changes to the provisions of the present agreement with respect to the scope and levels of service.
Sample 1
Service Transfer Assistance. 6.1.1 Upon termination of this Agreement, for any reason, the Facilities Manager will return to the Owner, the following:
Sample 1
Service Transfer Assistance. (a) The Parties agree that upon the expiration or earlier termination of this Agreement, MDI has the right to designate a third party to transfer the Services performed by FTMS to another data center, and FTMS shall use commercially reasonable efforts to cooperate with MDI and its third party designee to provide the Termination Assistance, as set forth in this Agreement.
Sample 1
Service Transfer Assistance. It is the intent of the parties that ----------------------------- at the expiration or termination of this Agreement, DIGEX will cooperate with Pandesic to assist with the orderly 01/06/99 transfer of the services provided by DIGEX hereunder to another services provider or to Pandesic itself. Prior to expiration or termination of the Agreement, Pandesic may request DIGEX to perform, and, if so requested, DIGEX shall perform, services in connection with migrating the work of Pandesic to another services provider or Pandesic itself. Pandesic shall reimburse DIGEX, at DIGEX's then current time and materials rates in advance, for any services performed by DIGEX pursuant to this Section 18.2(h), if DIGEX terminates Pandesic for cause in accordance with Section 18.2(a). In all other cases, Pandesic shall reimburse DIGEX, at DIGEX's then current time and materials rates in arrears, for any services performed by DIGEX pursuant to this Section 18.2(h)
Sample 1

Related to Service Transfer Assistance

  • Transition Assistance Collaborator shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than [ * ] after termination for the purpose of transferring or transitioning to Exelixis all Collaborator Know-How not already in Exelixis’ possession and, at Exelixis’ request, all then-existing commercial arrangements relating to the Products that Collaborator is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designee, in each case, to the extent reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory. If any such contract between Collaborator and a Third Party is not assignable to Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory, or if Collaborator is performing such work for the Compound and Product itself (and thus there is no contract to assign), then Collaborator shall reasonably cooperate with Exelixis to negotiate for the continuation of such services for Exelixis from such entity, or Collaborator shall continue to perform such work for Exelixis, as applicable, for a reasonable period (not to exceed [ * ]) after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of such services.

  • Termination Assistance Services Upon the expiration or the effective date of termination of this Agreement, Service Provider shall have no further obligation to provide the Services to Recipient except that:

  • Directory Assistance (DA); CALL COMPLETION

  • Further Assistance Award Recipient will provide assistance reasonably requested by the Company in connection with actions taken by Award Recipient while employed by the Company, including but not limited to assistance in connection with any lawsuits or other claims against the Company arising from events during the period in which Award Recipient was employed by the Company.

  • Termination Assistance If the Agreement or a Service terminates or expires, in whole or in part, for any reason (including termination by BNY Mellon due to breach by Voya or rejection of the Agreement under applicable bankruptcy Law), Voya may require BNY Mellon, during the Termination Assistance Period, to: (1) continue to perform the terminated or expired Services (or portion thereof), wherein Voya shall continue to pay for such Services that BNY Mellon performs as set forth in Article 8; (2) reasonably cooperate with Voya or another supplier designated by Voya in the transfer of the Services to Voya or such other supplier in order to facilitate the transfer of the Services to Voya or such other supplier; and (3) perform any other services reasonably required to transfer the provision of the terminated or expired Services to Voya or another supplier, including the services set forth in the Exit Plan and Exhibit 13 (the services in clauses (1) through (3), the “Termination Assistance Services”). The Termination Assistance Services shall be considered “Services” and shall be performed in accordance with the Agreement. If there are no established rates for the services in clause (3), the Parties shall negotiate rates for such services consistent with the Fees (e.g., comparable discounts). There shall be no additional Fees for providing the cooperation described in clause (2) unless such cooperation requires additional resources over and above those used to provide the Services without causing disruption in the Services. During a Termination Assistance Period, the Termination Assistance Services shall be of the same quality, level of performance and scope required under the Agreement. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, to the extent that BNY Mellon is no longer providing accounting services (under a separate accounting agreement) to any Voya Fund(s), BNY Mellon’s obligations pursuant to this Section shall be limited with respect to such Voya Funds to clauses (2)-(3) of this Section.

  • Payments for Distribution Assistance and Administrative Support Services (a) Payments to the Distributor. In consideration of the payments made by the Fund to the Distributor under this Plan, the Distributor shall provide administrative support services and distribution services to the Fund. Such services include distribution assistance and administrative support services rendered in connection with Shares (1) sold in purchase transactions, (2) issued in exchange for shares of another investment company for which the Distributor serves as distributor or sub-distributor, or (3) issued pursuant to a plan of reorganization to which the Fund is a party. If the Board believes that the Distributor may not be rendering appropriate distribution assistance or administrative support services in connection with the sale of Shares, then the Distributor, at the request of the Board, shall provide the Board with a written report or other information to verify that the Distributor is providing appropriate services in this regard. For such services, the Fund will make the following payments to the Distributor:

  • Outplacement Assistance 14.1 Following a termination of employment, other than for Cause, the Executive shall be reimbursed by the Company for the costs of all outplacement services obtained by the Executive within the one-year period after the Effective Date of Termination; provided, however, that the total reimbursement shall be limited to an amount equal to $100,000. The provision of such outplacement services reimbursement shall be subject to the terms of Section 9(c).

  • Regulatory Assistance Provider will permit regulators with jurisdiction over BFA or any BFA Recipient to examine Provider’s activities relating to its performance under this Agreement and the Services. Subject to Section 17.6, Provider will cooperate and provide all information reasonably requested by the regulator in connection with any such examination and provide reasonable assistance and access to all equipment, records, and systems requested by the regulator relating to the Services.

  • Cooperation and Assistance (i) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall execute and deliver such powers of attorney and make available such other documents as are reasonably necessary to carry out the intent of this Section 6.14.

  • Audit Assistance Each of the Parties and their respective Subsidiaries are or may be subject to regulation and audit by a Governmental Authority (including a Taxing Authority), standards organizations, customers or other parties to contracts with such Parties or their respective Subsidiaries under applicable Law, standards or contract provisions. If a Governmental Authority, standards organization, customer or other party to a contract with a Party or its Subsidiary exercises its right to examine or audit such Party’s or its Subsidiary’s books, records, documents or accounting practices and procedures pursuant to such applicable Law, standards or contract provisions, and such examination or audit relates to the Services, then the other Party shall provide, at the sole cost and expense of the requesting Party, all assistance reasonably requested by the Party that is subject to the examination or audit in responding to such examination or audits or requests for Information, to the extent that such assistance or Information is within the reasonable control of the cooperating Party and is related to the Services.

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