SYSTEMS TRANSFER Sample Clauses

SYSTEMS TRANSFER. During the time period between the signing of this Agreement by the Parties and the Closing, the Parties will develop a mutually acceptable post Closing operation plan substantially in the form of Exhibit D hereto (the "Systems Transfer Plan") to transfer the processing of chargebacks, government rebates, returns (including the processing of customer credits), obligations under Customer Contracts, customer service functions, and regulatory reporting functions from AHP to Horizon and Know-How necessary to enable Horizon to use, market, distribute and sell Product in the Territory. Such plan shall be reduced to writing by Horizon and approved by both Parties and shall be implemented by the Parties as soon as practicable after the Closing.
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SYSTEMS TRANSFER. During the time period between the signing of this Agreement by the Parties and the Closing, the Parties will develop a mutually acceptable post Closing operation plan to transfer the processing of chargebacks, government and managed care rebates, returns (including the processing of customer credits), the management of services provided by Third Party vendors and/or contractors, and customer service functions from AHPC to KV. Such plan shall be reduced to writing and approved by both Parties not later than one week prior to the Closing and shall be implemented by the Parties as soon as practicable after the Closing Date.
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SYSTEMS TRANSFER. End User shall have the right to transfer Products to End User’s compatible, upgraded, or successor computers, with identical Operating Systems and/or Servers as set forth on a ratified Order, at no additional cost to End User.
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SYSTEMS TRANSFER. Licensee shall have the right to transfer Products to Licensee's compatible, upgraded, or successor computers, operating systems and/or servers at no additional cost to Licensee.
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SYSTEMS TRANSFER. The Company acknowledges that the Services may require the Servicer to use computer systems and software which are subject to proprietary licensing and confidentiality agreements. A list of such computer systems and software is set forth on SCHEDULE 3.2 (the "SYSTEMS"). The Servicer and the Company agree to use their respective commercially reasonable efforts to obtain all consents and licenses with respect to the software owned by each of them respectively, necessary or desirable for the Servicer to perform the Services or other obligations hereunder; provided, that the Company pays the commercially reasonable expense of obtaining any such consents and licenses. In connection with the Services and the transfer or conversion of the Insurance Policies data from such Systems, the Company agrees to sign the nondisclosure agreements with the Servicer's licensors listed on SCHEDULE 3.2, if any, which are necessary to transfer data to the Company during or at the end of the Transition Period.
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SYSTEMS TRANSFER. Seller and Buyer agree to abide by the systems transfer plan set forth as Exhibit E (the "Systems Transfer Plan") to transfer --------- the processing of chargebacks, government rebates, returns (including the processing of customer credits), obligations under Customer Contracts, pharmacovigilance, customer service functions, and regulatory reporting functions from Seller to Buyer necessary to enable Buyer to use, market, distribute and sell Products in the Territory. Such plan shall be implemented by the Parties as soon as practicable after the Closing.
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SYSTEMS TRANSFER. The Company and the Servicer acknowledge that the Services may require the Servicer to use computer systems and software that are subject to proprietary licensing and confidentiality agreements. A list of such 123 computer systems and software is set forth on Schedule B (the "Systems"). Each of the Servicer and the Company agrees to use commercially reasonable efforts to obtain all consents, licenses and approvals with respect to its Systems that are necessary or desirable for the Servicer to perform the Services or other obligations hereunder; provided that the Company shall pay any expense, including the Servicer's internal expenses, involved in obtaining or attempting to obtain any such consents and licenses. The Company shall also pay any expense, Taxes, fines, penalties or damages incurred by the Servicer as a result of any inadvertent failure by the Company to obtain necessary consents or licenses. In connection with the Services and the transfer or conversion of the Insurance Policies data from any such Systems, the Company agrees to enter into nondisclosure agreements with the Servicer's licensors listed on Schedule B, if any, that are necessary to transfer data to the Company during or at the end of the Transition Period. The Servicer makes no representation as to the accuracy or adequacy of its Systems.
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Related to SYSTEMS TRANSFER

  • Electronic Funds Transfer Upon reinstatement by Xxxxxxxx, this Security Instrument and obligations secured hereby shall remain fully effective as if no acceleration had occurred. However, this right to reinstate shall not apply in the case of acceleration under Section 18.

  • Stop Transfer The Securities are restricted securities as of the date of this Agreement. Neither the Company nor any of its Subsidiaries will issue any stop transfer order or other order impeding the sale and delivery of any of the Securities at such time as the Securities are registered for public sale or an exemption from registration is available, except as required by state and federal securities laws.

  • Electronic Funds Transfer (EFT) The recipient/cooperator shall designate a financial institution or an authorized payment agent through which a federal payment may be made in accordance with US Treasury Regulations, Money and Finance at 00 XXX 000, which requires that federal payments are to be made by EFT to the maximum extent possible. A waiver may be requested and payments received by check by certifying in writing that one of the following situations apply: 1. The payment recipient does not have an account at a financial institution. 2. EFT creates a financial hardship because direct deposit will cost the payment recipient more than receiving a check. 3. The payment recipient has a physical or mental disability, or a geographic, language, or literacy barrier. In order to receive EFT payments the recipient/cooperator shall register in the System for Award Management (XXX). You may register by going to xxx.xxx.gov and following the instructions provided online. For assistance, contact the XXX User Help by contacting the supporting Federal Service Desk at (000)000-0000 or xxx.xxx.xxx .

  • Systems The details of any systems work will be determined after a thorough business analysis. System's work will be billed on a time and material basis. Investors Bank provides an allowance of 10 systems hours for data extract set up and reporting extract set up. Additional hours will be billed on a time and material basis.

  • Funds Transfer The Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. The Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, (ii) require use of a bank unacceptable to the Administrative Agent or any Lender or prohibited by any Governmental Authority, (iii) cause the Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline or (iv) otherwise cause the Administrative Agent or any Lender to violate any Applicable Law or regulation.

  • Electronic Funds Transfers By signing the Account Card, completing and transmitting an online account card or service request, or signing or using the Visa Debit Card, or Home Banking service you agree to the following terms governing your and our rights and responsibilities concerning the electronic funds transfer services, as applicable. Terms and conditions set forth elsewhere in this Agreement shall also apply to your electronic funds transfer service. Electronic funds transfers ("EFTs") are electronically initiated transfers of money through direct deposits, automated teller machines ("ATMs"), point of sale transactions, debit card purchases, audio response transactions and online transactions involving your deposit accounts at the Credit Union.

  • Transfer Agency Services Subject to the terms and conditions set forth in this Agreement, each Fund, on behalf of itself and, where applicable, its Portfolios, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for each class of each Fund’s now or hereafter authorized and issued shares (“Shares”), dividend disbursing agent and shareholder servicing agent in connection with any dividend reinvestment, accumulation, open-account or similar plan provided to the shareholders of each Fund and of any Portfolios of a Fund (“Shareholders”) as set out in the currently effective prospectus and Statement of Additional Information (the “prospectus”) of each Fund as provided to the Transfer Agent by each Fund, including without limitation any periodic investment plan or periodic withdrawal program. In accordance with procedures established from time to time by agreement between the Transfer Agent and each of the Funds (the “Procedures”) and the Service Levels (defined below) to be established by the parties, in each case with such changes or deviations therefrom as have been (or may from time to time be) agreed upon in writing by the parties, the Transfer Agent agrees that it will perform the following services (all such services referred to herein as the “Services”): (a) Establish each Shareholder’s account in the Fund on the Transfer Agent’s recordkeeping system and maintain such account for the benefit of such Shareholder in accordance with the Procedures; (b) Receive for acceptance and process orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the custodian of the assets of the Fund (the “Custodian”) and assist the Fund’s administrator with the calculation and payment of commissions and distribution and shareholder servicing fees to dealers related to such orders; (c) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in book entry form in the appropriate Shareholder account; (d) Receive for acceptance and process redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian; (e) In respect to items (b) through (d) above, the Transfer Agent may execute transactions directly with broker-dealers authorized by the Fund; (f) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (g) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (h) Prepare and transmit payments for dividends and distributions declared by the Fund or any Portfolio thereof, as the case may be; (i) If applicable, issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and protecting the Transfer Agent and the Fund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (j) If applicable, issue replacement checks and place stop orders on original checks based on Shareholder’s representation that a check was not received or was lost. Such stop orders and replacements will be deemed to have been made at the request of the Fund, and, as between the Fund and the Transfer Agent, the Fund shall be responsible for all losses or claims resulting from such replacement; (k) Maintain records of account for and advise the Fund and its Shareholders as to the foregoing; (l) Record the issuance of Shares of the Fund and maintain pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding but shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund; (m) Accept any information, records, documents, data, certificates, transaction requests by machine readable input, facsimile, data entry and electronic instructions, including e-mail communications, which have been prepared, maintained or provided by the Fund or any other person or firm on behalf of the Fund or from broker-dealers of record or third-party administrators (“TPAs”) on behalf of individual Shareholders. With respect to transaction requests received in the foregoing manner, the Transfer Agent shall not be responsible for determining that the original source documentation is in good order, which includes compliance with Rule 22c-1 under the 1940 Act, and it will be the responsibility of the Fund to require its broker-dealers or TPAs to retain such documentation. E-mail exchanges on routine matters may be made directly with the Fund’s contact at the Transfer Agent. The Transfer Agent will not act on any e-mail communications coming to it directly from Shareholders requesting transactions, including, but not limited to, monetary transactions, change of ownership, or beneficiary changes; (n) Open, maintain and manage, as agent for the Fund, such bank accounts as the Transfer Agent shall deem necessary for the performance of its duties under this Agreement, including but not limited to, the processing of Share purchases and redemptions and the payment of Fund dividends and distributions. The Transfer Agent may maintain such accounts at State Street Bank and Trust Company; (o) Receive correspondence pertaining to any former, existing or new Shareholder account, process such correspondence for proper recordkeeping and respond to Shareholder correspondence; (p) Process any request from a Shareholder to change account registration, beneficiary, beneficiary information, transfer and rollovers in accordance with the Procedures.

  • Appointment of USBFS as Transfer Agent The Trust hereby appoints USBFS as transfer agent of the Trust on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of USBFS shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against USBFS hereunder.

  • Data Transfer 11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

  • Stop Transfer Instructions In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Holder (and the securities of every other person subject to the restrictions in Section 1.14(a)).

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