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. 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. 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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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Related to SYSTEMS TRANSFER

  • Materials Transfer In order to facilitate the Development activities contemplated by this Agreement, either Party may provide to the other Party certain biological materials or chemical compounds Controlled by the supplying Party (collectively, “Materials”) for use by the other Party in furtherance of such Development activities. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with this Agreement, will not be used or delivered to or for the benefit of any Third Party, except for subcontractors, without the prior written consent of the supplying Party, and will be used in compliance with all Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

  • 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.

  • 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.

  • Transfer Agency Services In accordance with procedures established from time to time by agreement between the Trust and each Portfolio, as applicable, and the Transfer Agent, the Transfer Agent shall:

  • Know-How Transfer As and when required in relation to a COVID R&D Plan (and from time to time during the Term if new Know-How within the CureVac Know-How comes to be Controlled by CureVac) or as soon as reasonably practicable upon GSK’s request, CureVac shall disclose and/or deliver to GSK copies of all Development Data and the CureVac Know- How that is reasonably required for GSK’s Development activities in accordance with the COVID R&D Plan (including for regulatory purposes) (“Development Transfer Materials”), with the exception, however, of all Know-How comprised in the CureVac Manufacturing Technology which shall be made available to GSK or its designee as set forth in Section 5.2.1. The technology transfer to be undertaken under this Section 4.7 shall be overseen by the Joint Steering Committee. Any transfer of Know-How pursuant to this Section 4.7 shall be carried out on the basis of a specific technology transfer plan determined in good faith by the Parties and reflected in a technology transfer addendum to this Agreement, detailing at least the following activities together with appropriate timelines: (i) the provision by CureVac of soft copies and, to the extent reasonably required by GSK, hard copies of all Development Transfer Materials; (ii) the procurement by CureVac of the services of such qualified and experienced scientists and technicians, production and quality assurance personnel, engineers, and quality checking personnel as may be reasonably necessary to support the transfer of the Development Transfer Materials. Until completion of the transfer of the Development Transfer Materials, CureVac shall build and maintain a secure, readable, accessible and complete repository of the Development Transfer Materials.

  • 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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