System Migration. The Parties acknowledge the transitional nature of the Services. Each Party shall use commercially reasonable efforts to cooperate with and assist the other Party in connection with the transition from the performance of the Services by Provider and the other Rendering Parties to the performance of the Services by Recipient or its designee (in any event prior to the expiration or termination of this Agreement), using commercially reasonable efforts to minimize both the cost of such transition and the disruption to the ongoing business activities of the parties.
System Migration. Seller agrees to use its commercially reasonable efforts to assist Buyer in connection with the transition from the performance of the Transition Services by Seller to the performance of such services by Buyer (including the migration of Buyer’s systems and other services related to the transfer of a function rather than the ongoing performance of such function) (collectively, the “Migration Services”), taking into account the need to minimize both the cost of such transition and the disruption to the ongoing business activities of the Parties hereto. It is the intention of the Parties that Seller transfer to Buyer and provide reasonable information to Buyer relating to the design, configuration, system start-up and hardware and software set-up currently used by the Transferred Business; provided, that Seller will not provide recommendations or advice with respect to any design, configuration, system start-up or hardware or software set-up in relation to the Transferred Business or otherwise. The Parties shall keep each other reasonably informed on a regular basis of the status of the performance of Transition Services, the Transition Services that will be required and the timing thereof and the estimated dates for termination of such Transition Services. The Parties shall communicate by telephone, e-mail and other forms of communication to have an open working relationship to support the Transition Services and smooth the transition of the Transition Services to Buyer independently. The Parties shall work together to shorten, to the extent reasonably practicable, the period of migration and thereby the Term of this Agreement.
System Migration. The Parties shall use commercially reasonable efforts to cooperate with and assist each other in connection with the transition from the performance of the Services by Seller to the performance of the Services by Buyer or Buyer’s designee (in any event prior to the expiration or termination of this Agreement), taking into account the need to minimize both the cost of such transition and the disruption to the ongoing business activities of the Parties. The Parties acknowledge that the foregoing may include, among other things, the provision by Seller of additional services requested by Buyer in connection with the transition, including migration of historical data, transfer of knowledge, implementation of migration-specific enhancements and cooperation with and assistance to third party consultants engaged by Buyer in connection with the transition. Seller shall provide such services subject to the cost allocation in the Performance Exhibit.
System Migration. Taking into account the need to minimize both the cost of such transition and the disruption to the ongoing business activities of the parties hereto, the Buyer shall use all commercially reasonable efforts to replace the Services with non-NFC systems as soon as is reasonably practicable and in any event (except with respect to Services for which the parties have agreed to extend the term pursuant to Section 3.2) prior to the Expiration Dates for such Services, and NFC shall give the Buyer and the Company Group all reasonable assistance in connection with such migration. The parties hereto acknowledge that the foregoing may include the provision of services reasonably requested by the Buying Group or the Company Group in connection with the transition of the Company Group to non-NFC systems, including but not limited to migration of historical data, migration-specific enhancements and cooperation with and assistance to third party consultants engaged by the Buying Group or the Company Group in connection with the foregoing.
System Migration. (a) Project Co shall migrate all applicable Systems in accordance with the Migration Plan described in Section 9.4.3 [Migration Plan] of this Schedule.
(b) Project Co shall coordinate with the Operator or TransEd Partners throughout the migration process.
(c) Prior to Phase 1 Construction Completion, Project Co shall be responsible for all maintenance activities on all infrastructure on the Xxxxx Xxxxxx OMF Stage 1 that has been replaced due to the Project Work.
(d) Prior to Construction Completion, Project Co shall be responsible for all maintenance activities on all infrastructure on the Valley Line LRT Stage 1 that has been replaced due to the Project Work.
(e) At no point shall the migration of Systems cause a degradation of revenue service on the Valley Line LRT Stage 1, except as explicitly noted in Part 1 [General] of Schedule 5 [D&C Performance Requirements].
System Migration. The Company agrees to use its reasonable efforts to end its use of the Services as soon as reasonably possible before the expiration of the Term. Without limiting the foregoing, the Providers agree to provide only two data transfers to the Company and reasonable information and service support directly related thereto (the “Service Support”); provided, that the Providers will not transfer nor provide information or service support with respect to any design, configuration, system start-up or hardware or software set-up in relation to the Transferred Business or otherwise; provided, further, the Company, in accordance with Section 3.1 hereof, shall pay to the Providers for such Service Support the amount specified under “Service Support” in Exhibit A hereto.
System Migration. The parties hereto agree to use their reasonable good faith efforts to cooperate with and assist each other in connection with the transition from the performance of the Services by Mark XX xx the performance of such services by Gulton, taking into account the need to minimize both the cost of such transition and the disruption to the ongoing business activities of the parties hereto. The parties hereto acknowledge that the foregoing may include the provision of services requested by Gulton in connection with its transition to non-Mark XX xxxtems, including but not limited to migration of historical data, migration-specific enhancements and cooperation with and assistance to third party consultants engaged by Gulton in connection with the foregoing.
System Migration. Seller agrees to use its commercially reasonable efforts to assist Buyer in connection with the transition from the performance of the Transition Services by Seller to the performance of such services by Buyer (including the migration of Buyer’s systems and other services related to the transfer of a function rather than the ongoing performance of such function), taking into account the need to minimize both the cost of such transition and the disruption to the ongoing business activities of the Parties hereto. It is the intention of the Parties that Seller transfer to Buyer and provide reasonable information to Buyer relating to the design, configuration, system start-up and hardware and software set-up currently used by the Transferred Business. The Parties shall keep each other reasonably informed on a regular basis of the status of the performance of Transition Services, the Transition Services that will be required and the timing thereof and the estimated dates for termination of such Transition Services. The Parties shall communicate, as and when applicable, by telephone, e-mail and other forms of communication to have an open working relationship to support the Transition Services and smooth the transition of the Transition Services to Buyer independently. The Parties shall use their commercially reasonable efforts to shorten, to the extent reasonably practicable, the period of migration and thereby the Term.
System Migration. As of the February 2nd, 2014, a new row is added to page A-64 in Appendix 1.01-A of the Agreement at the end of the “IT Services” Section as follows: IT Service Costs – System Migration For a period of three (3) years, beginning on October 31, 2013, SHMC shall use Good Faith efforts to provide appropriate IT and related services (including people, access to systems and data/information migration, testing, verification, integration, and similar services) on a time and materials basis to assist SHO in its desire to successfully migrate within the time frames set forth in each SHO Migration Plan (as defined below) from SHMC systems, infrastructure, and managed services (“System Migration Services”) to: (1) SHO’s systems and infrastructure and/or (2) systems, infrastructure and managed services provided to SHO by third parties. SHO shall be responsible for creating a detailed migration plan for each such SHMC system, infrastructure and managed service used by SHO (each a “SHO Migration Plan”) and for managing each such migration. The parties will, by December 31, 2014 use Good Faith efforts to mutually agree on the final migration date for each SHO Migration Plan. SHO will provide each SHO Migration Plan to SHMC for its review and comment. SHO will, in Good Faith, take into account SHMC’s comments in finalizing each SHO Migration Plan.
