Transfer Assistance. In the event of a transfer of Non-Voting Common Units to any Person, the Partnership will use commercially reasonable efforts to facilitate the conversion of such Non-Voting Common Units in connection with such transfer, including coordinating with the Transfer Agent to facilitate such transfer and to record the transfer and conversion of such Non-Voting Common Units in a manner that permits the sale of the Non-Voting Common Units in market transactions. For the avoidance of doubt, a holder of Non-Voting Common Units may pledge any Non-Voting Common Units in connection with a bona fide loan or other extension of credit entered into by such holder.
Transfer Assistance. During any Transfer Assistance Period, you shall not and you shall make sure that your sub-contractors do not, in each case without obtaining our written agreement in advance:- materially change the rate of remuneration, hours to be worked or any other terms and conditions of employment or engagement of any Personnel; replace or re-deploy any Personnel; or materially increase the number of Personnel. During any Transfer Assistance Period, you shall and you shall make sure that your sub-contractors shall: - allow us (or such other person as we may specify) access to the Personnel for training or for any other purpose that we specify, within 7 days of our request for such access; and do all such things as we may reasonably require to facilitate such access as intended under Condition 16.2.1 above; and provide within 7 days of any request by us, details of the terms and conditions of employment of the Personnel and any other information which we may reasonably specify relating to the employment or engagement of the Personnel. You shall and you shall ensure that your subcontractors shall, employ each member of Personnel on terms which permit disclosure of the information disclosable under Condition 16.2.3: -
Transfer Assistance. If a Limited Partner provides to the General Partner a certification of such Limited Partner (based upon such Limited Partner’s consultation with its legal or accounting advisors) to the effect that such Limited Partner’s status as such likely will subject such Limited Partner to material cost, burden or detriment due to a conflict between:
(i) Such Limited Partner’s duties and obligations under this Agreement or attributes relating to such Limited Partner’s status as such, and
(ii) Legal, regulatory, tax or similar obligations of such Limited Partner (including practical obligations to provide information to governmental regulatory agencies on a cooperative basis), then the General Partner shall provide its reasonable cooperation with such Limited Partner’s efforts to Transfer such Limited Partner’s interest in the Partnership in a manner designed to mitigate such detriment; provided, however, that such Transfer shall in all respects comply with the requirements of this Agreement and the General Partner shall not be required under this Section 7.2(h) to perform or consent to any action or omission that would subject the General Partner or the Partnership to material cost, burden or detriment.
Transfer Assistance. (Aca&Gen)
Transfer Assistance a. During any period commencing: i. on the date of notice of non-renewal of a Work Assignment pursuant to Section 7.3; ii. the date that is one year prior to the expiration of a Work Assignment, where ADMINISTRATOR has given COMMONWEALTH and, if applicable, CLIENT timely notice of a desire to change terms of the Work Assignment pursuant to Section 7.2(a) and no mutual written agreement has been made as to changes by such date as contemplated by such subsection; or iii. notice of early termination of a Work Assignment, and expiring at the end of the Term of such Work Assignment, ADMINISTRATOR and SDI shall provide COMMONWEALTH all Services, in the case of ADMINISTRATOR, and Brokerage Services, in the case of SDI, (subject to terms and conditions set forth in this Agreement) and all reasonable assistance requested by COMMONWEALTH in promptly and orderly moving all Services and Brokerage Services to COMMONWEALTH or to a third party selected by COMMONWEALTH. Such assistance shall include but not be limited to providing COMMONWEALTH or its designee with the following Services (collectively, the "Transfer Assistance Services"): i. unloading COMMONWEALTH's or CLIENT's data from databases; ii. delivering the data to COMMONWEALTH or its designee in a commercially reasonable electronic format; 34 <PAGE> iii. assisting with the loading of COMMONWEALTH's or CLIENT's databases; iv. assisting with any telecommunications turn-over; v. assisting in the execution of a parallel operation until the commencement of services by the new administrator; and vi. answering questions regarding the Services.
b. Transfer Assistance Services provided by ADMINISTRATOR and SDI during the period specified above shall be at no cost to COMMONWEALTH, except that if any Transfer Assistance Services provided by ADMINISTRATOR or SDI require ADMINISTRATOR or SDI to utilize resources or expend effort that ADMINISTRATOR or SDI would not otherwise have utilized or expended in the performance of Services or Brokerage Services for COMMONWEALTH, COMMONWEALTH shall pay ADMINISTRATOR for such usage or effort at ADMINISTRATOR's then-current commercially available costs for such Transfer Assistance Services. ADMINISTRATOR will invoice Transfer Assistance Services costs to COMMONWEALTH separately from the fees, charges, and Reimbursable Expenses payable with respect to Services or Brokerage Services under Article 8 hereof. If and to the extent COMMONWEALTH paid ADMINISTRATOR for Transfer Assistance Service...
Transfer Assistance. Upon receipt of a notice to terminate a Work Schedule pursuant to SECTION 5(b)(i), each Party shall provide to the other Party such assistance as is reasonably necessary to permit the orderly transfer of the Services to be performed under such Work Schedule to the terminating Party, including providing reasonable access to any facilities, systems, equipment and/or software being used by the other Party to provide the Services under the terminated Work Schedule; provided, that the terminating Party shall comply with the other Party's security and confidentiality requirements in connection with such access.
Transfer Assistance. The Parties may agree, prior to expiration or termination of this Agreement for any reason, on the provision by Amdocs of certain services related to the transition of any terminated Services to Clearwire or Clearwire’s designee, including but not limited to, after the Termination Date, Customer Care and Billing Services Agreement Confidential certain continuation of the Services or any component thereof. If applicable, Amdocs’ obligations with respect to such services shall be agreed in a dedicated Additional Services Order (“Disentanglement Obligations”). For the avoidance of doubt, without such dedicated Additional Services Order Amdocs shall not be considered to have any Disentanglement Obligations. Except as otherwise explicitly provided in this Agreement, all terms and conditions of this Agreement shall continue to apply to such disentanglement Services, if any. Irrespective of the passing of the Termination Date, Amdocs shall continue to perform, until their respective completion (or until Clearwire earlier directs Amdocs to cease performing), any Services relating to a subsequent Release Amdocs is performing as of the Termination Date, in accordance with the established schedule for such Release and at the Amdocs Rate. Amdocs shall use commercially reasonable efforts to complete any and all such Releases as soon after the Termination Date as possible. For a period of [*****] following the completion of any Release, Amdocs shall provide Services to Clearwire to facilitate the transition of such Release from Amdocs to Clearwire or Clearwire’s designee.
Transfer Assistance. If a Limited Partner provides to the General Partner a certification of such Limited Partner (based upon such Limited Partner’s consultation with its legal or accounting advisors) to the effect that such Limited Partner’s status as such likely will subject such Limited Partner to material cost, burden or detriment due to a conflict between:
Transfer Assistance. In connection with any sale or transfer of Relevant Shares by e& or any of its Affiliates, including any sale or transfer pursuant to Rule 144 and other rules and regulations of the SEC that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, the Company shall, to the extent allowed by law, take any and all action necessary or reasonably requested by e& in order to permit or facilitate such sale or transfer, including, without limitation, at the sole expense of the Company, by (i) issuing such directions to any transfer agent, registrar or depositary, as applicable, (ii) delivering such opinions to the transfer agent, registrar or depositary as are customary for transactions of this type and are reasonably requested, and (iii) taking or causing to be taken such other actions as are necessary (in each case on a timely basis) in order to cause any legends, notations or similar designations restricting transferability of the Relevant Shares to be removed and to rescind any transfer restrictions with respect to such Relevant Shares; provided, however, that if reasonably requested by the Company, e& shall deliver to the Company, in form and substance reasonably satisfactory to the Company, representation letters regarding its or its applicable Affiliate’s compliance with such rules and regulations, as may be applicable. In addition, the Company, at its sole expense, shall use reasonable best efforts to remove any restrictive legend on any Relevant Shares, as applicable, upon request by e& if (A) such Relevant Shares are sold pursuant to an effective registration statement or (B) a registration statement covering the resale of such Relevant Shares is effective under the Securities Act and e&, on behalf of itself or the applicable Affiliate, delivers to the Company a representation letter agreeing that such Relevant Shares will be sold under such effective registration statement.
Transfer Assistance. Upon the termination of this Agreement due to an -------------------- event described in Section 18(b)(i), where the material breach relates to the Company's obligations under this Agreement, Section 18(b)(ii) or Section 18(b)(iii), where the events described therein occur with respect to Company, Company shall, upon AMEX's request, provide the following assistance: (i) continue to provide the Service to the extent requested by AMEX in accordance with the Performance Standards for the remainder of all Merchant Enrollees' enrollment period up to one (1) year provided that Company has been paid for such enrollment period; (ii) provide such assistance ("Transfer Assistance") as reasonably requested by AMEX to transfer the Service to another vendor or to AMEX itself during a one- hundred eighty (180) day period following the effective date of the termination of the Agreement; (iii) answer AMEX Merchant Customers' questions regarding the Services as mutually agreed on an as needed basis; and (iv) deliver to AMEX any remaining AMEX-owned reports and documentation still in Company's possession, or at AMEX's direction, destroy all AMEX data and information in the Company's possession. The above referenced Transfer Assistance shall be provided at AMEX's expense unless otherwise provided herein or the termination is due to a material breach by Company.
