Significant Transition Service or System Changes Sample Clauses

Significant Transition Service or System Changes. Service Provider shall have the right to upgrade or replace its systems through which Transition Services are being provided to Buyer as part of any upgrade or replacement made generally to Service Provider’s shared systems, business units, business divisions or Affiliates. In the case of any such upgrade or replacement, Service Provider shall notify Buyer reasonably in advance of any such upgrade or replacement, and shall provide a good faith estimate of the incremental cost, if any, that would reasonably be expected to be incurred by Service Provider and its Affiliates in implementing such upgraded or replaced shared system (including the cost of any necessary security systems) in order to enable Service Provider and its Affiliates to continue providing the Transition Services to the Buyer Parties hereunder (the “Buyer Incremental Cost”). Buyer shall be responsible for such Buyer Incremental Cost; provided that if Buyer does not wish to pay such Buyer Incremental Cost, Buyer may, within thirty (30) days following notice of such upgrade or replacement from Service Provider to Buyer, elect to discontinue any such affected Transition Service(s) with effect on a date that is prior to the date Service Provider has notified Buyer is the scheduled date for the implementation of such upgraded or replaced shared system with respect to the Transferred Products.
Sample 1
AutoNDA by SimpleDocs

Related to Significant Transition Service or System Changes

  • Service Changes PBI may modify its Service by giving written notice to you (a “Service Change Notice”), which will state whether the change is material. After receiving a Service Change Notice, if the change is material, you may terminate Service by giving us a termination notice at the address indicated in Section 21 or you may create a case at xxxxxxxxxxx.xxx/xx/xxxxxxx-xx.xxxx (follow the instructions under “how to create a case”).

  • Implementation Services Vendor shall provide the Implementation Services, if any, described in Exhibit A. The Services Fees for any Implementation Services shall be described in Exhibit A.

  • Unbundled Network Terminating Wire (UNTW) 2.8.3.1 UNTW is unshielded twisted copper wiring that is used to extend circuits from an intra-building network cable terminal or from a building entrance terminal to an individual End User’s point of demarcation. It is the final portion of the Loop that in multi-subscriber configurations represents the point at which the network branches out to serve individual subscribers. 2.8.3.2 This element will be provided in MDUs and/or Multi-Tenants Units (MTUs) where either Party owns wiring all the way to the End User’s premises. Neither Party will provide this element in locations where the property owner provides its own wiring to the End User’s premises, where a third party owns the wiring to the End User’s premises.

  • Installation Services The Bitstream 2a Service includes a Standard Install as set out below (in each case to the extent that the relevant provisioning works are not already complete for the relevant Service Order).1

  • Statement of Work The Statement of Work to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as Attachment A.

  • Service Level Agreement 6.1 NCR Voyix will use commercially reasonable efforts to make the Service available to you at or above the Availability Rate set forth at xxxxx://xxx.xxx.xxx/support/aloha-sla. If NCR Voyix does not meet the Availability Rate, you are entitled to request a service-level credit subject to the terms of this Agreement. This credit is calculated as a percentage of the monthly recurring bill (or monthly pro rata share of billing, if billing does not occur monthly) for the Service for the month in which the Availability Rate was not met. The Availability Rate is determined by: (a) dividing the total number of valid outage minutes in a calendar month by the total number of minutes in that month; (b) subtracting that quotient from 1.00; (c) multiplying that difference by 100; and (d) rounding that result to two decimal places in accordance with standard rounding conventions. The number of outage minutes per day for a given service is determined by the lesser of the number of outage minutes. 6.2 Unavailability due to other conditions or caused by factors outside of NCR Voyix’s reasonable control will not be included in the calculation of the Availability Rate. Further, the following are expressly excluded from the calculation of the Availability Rate: (a) service unavailability affecting services or application program interfaces that are not used by you; (b) cases where fail-over to another data center is available but not utilized; (c) transient time-outs, required re-tries, or slower-than-normal response caused by factors outside of NCR Voyix’s reasonable control; (d) Scheduled Downtime, including maintenance and upgrades; (e) force majeure; (f) transmission or communications outages outside the NCR Voyix- controlled environment; (g) store-level down-time caused by factors outside of NCR Voyix’s reasonable control; (h) outages attributable to services, hardware, or software not provided by NCR Voyix, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services; (i) use of the Service in a manner inconsistent with the documentation for the application program interface or the NCR Voyix Product; (j) your Point of Sale (“POS”) failure or the failure to properly maintain the POS environment, including updating the POS firmware or version of the software running on the POS as recommended by either NCR Voyix, a third-party POS reseller or servicer; and (k) issues related to third party domain name system (“DNS”) errors or failures. 6.3 To obtain a service-level credit, you must submit a claim by contacting NCR Voyix through the website at xxxxx://xxx.xxx.xxx/support/aloha-sla Your failure to provide the claim and other information will disqualify you from receiving a credit. NCR Voyix must receive claims within 60 days from the last day of the impacted month. After that date, claims are considered waived and will be refused. You must be in compliance with the Agreement in order to be eligible for a service-level credit. You may not unilaterally offset for any performance or availability issues any amount owed to NCR Voyix. If multiple Services experience an outage in a given month, the total credit for that month will be the highest credit allowed for any single Service which failed; there is no stacking of credits. 6.4 The remedies set forth in the Section are your sole and exclusive remedies for performance or availability issues affecting the Services, including any failure by NCR Voyix to achieve the Availability Rate.

  • Location of Work The Executive shall be based in the United States in West Orange, New Jersey. However, the Executive agrees to undertake whatever domestic and worldwide travel is required by the Company. The Executive shall not be required or permitted to relocate without the mutual, written consent of the Executive and the Company.

  • Service Level Expectations Without limiting any other requirements of the Agreement, the Service Provider shall meet or exceed the following standards, policies, and guidelines:

  • Cessation and Resumption of Work 24.15.1 At the time employees cease work due to inclement weather the employer or the employers representative on site and the employee’s representative shall agree and note the time of cessation of work. 24.15.2 After the period of inclement weather has clearly ended the employees shall resume work and the time shall be similarly agreed and noted.

  • Modification of Services Credit Union reserves the right to modify the Service from time to time without making prior notice to Member, provided, however, that Credit Union will give you at least thirty (30) days notice prior to making any modifications to the Service that would materially alter their functionality.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!