Transition Activities. Continuity of service is critical when service under this Contract ends and service commences under a new contract. Accordingly, when service will continue through another provider upon the expiration or earlier termination of this Contract, the Provider shall, without additional compensation, complete all actions necessary to smoothly transition service to the new provider. This includes but is not limited to the transfer of relevant data and files, as well as property funded or provided pursuant to this Contract. The Provider shall be required to support an orderly transition to the next provider no later than the expiration or earlier termination of this Contract and shall support the requirements for transition as specified in a Department-approved Transition Plan, which shall be developed jointly with the new provider in consultation with the Department.
Transition Activities. After delivery or receipt by the Executive of any notice of termination, and for a reasonable period following any termination of this Agreement (to include any period for which the Executive has been provided Base Salary as a severance benefit), the Executive will fully cooperate with the Company in all matters relating to the winding up of the Executive’s pending work and the orderly transfer of any such pending work to such other employees as may be designated by the Company.
Transition Activities. Continuity of service is critical when service under this contract ends and service commences under a new contract. Accordingly, when service shall continue through another provider upon the expiration or earlier termination of this contract, the Network Service Provider shall complete all actions necessary to smoothly transition service to the new provider. The Network Service Provider shall be required to support an orderly transition to the next provider no later than the expiration or earlier termination of this contract and shall support the requirements for transition as specified in the Managing Entity approved Transition Plan. Such activities shall be without additional compensation and shall include consultation on the resources needed to support transition, identifying a transition manager, the characteristics of transactions, data and file transfer. Requirements for the Transition Plan are further described in Attachment I hereto.
Transition Activities. Secular Program The Program offered by the Provider shall comply with all federal, state and local laws and regulations regarding the secular nature of programs receiving public funding. It is understood that violation of this provision shall be deemed a breach of this Agreement and shall be the basis for immediate termination pursuant to Section XI of this Agreement.
Transition Activities. Secular Program The Program offered by the Provider shall comply with all federal, state and local laws and regulations regarding the secular nature of programs receiving public funding. It is understood that violation of this provision shall be deemed a breach of this Agreement and shall be the basis for immediate termination pursuant to Section XI of this Agreement. Free Provision of Program The Provider shall not charge parents or families of children in the program any registration or other fees to participate in the Program, if the children are eligible for the program, free of charge. The Provider shall not require parents or families of children to participate in wrap-around services in order to be eligible for enrollment in the Program. Director Qualifications The Provider shall have a director meeting the qualifications set forth in the Manual of Requirements for Child Care Centers (N.J.A.C. 3A:52 et seq.) and the Elements of High- Quality Preschool Programs (N.J.A.C. 6A:13A et seq.). The director shall be responsible for the development and implementation of the overall program and shall work on a full-time basis and will be on-site at the child care center unless his/her presence is required at a District, DOE, or DCF function. The director shall not serve in any other position including, but not limited to, instructional staff member or family worker, during the same hours as he/she is serving in the capacity of center director. If the director is required to be off-site for a required District, DOE, or DCF function, he/she shall assign an on-site designee, pursuant the Manual of Requirements for Childcare Centers, N.J.A.C. 3A:52 et seq. The designee shall not be a classroom teacher or teacher assistant. Staff Qualifications The Provider’s staff shall have the following qualifications:
Transition Activities. At the Closing, the Parties shall enter into a Transition Services Agreement, to be effective immediately on the Closing Date, providing for the services specified therein pursuant to which Seller shall perform certain transitional services for Purchaser in accordance with the terms thereof.
Transition Activities. Continuity of service is critical when service under this contract ends, and service commences under a new contract. Accordingly, when service shall continue through another provider upon the expiration or earlier termination of this contract, the Network Service Provider shall complete all actions necessary to smoothly transition service to the new provider. This includes but is not limited to the transfer of relevant data and files, as well as property funded or provided pursuant to this Contract. The Network Service Provider shall be required to support an orderly transition to the next provider no later than the expiration or earlier termination of this contract and shall support the requirements for transition as specified in the Managing Entity approved Transition Plan, which shall be developed jointly with the new provider in consultation with the Managing Entity. Such activities shall be without additional compensation and shall include consultation on the resources needed to support transition, identifying a transition manager, the characteristics of transactions, data and file transfer. Requirements for the Transition Plan are further described in Attachment I hereto.
Transition Activities. In all cases involving the transition of the manufacture of Products to a third-party supplier (regardless of the Party that initiates such transition), (i) at the Customer’s request, NXP will provide a written notice to the foundry in possession of the masks used to produce the relevant Products, informing such foundry that the Customer is the owner of such masks and authorizing the foundry to place such masks at the Customer’s disposal; (ii) at the Customer’s request, NXP will transfer to the Customer (or to a third-party supplier designated by the Customer), and authorize the Customer or third-party supplier to use, all of the items identified in Annex M (the “Manufacturing Materials”) related to such Products; and (iii) NXP will otherwise provide reasonable assistance and cooperation in such transition at the Customer’s expense, including by assigning a transfer program manager to facilitate the activities described in this section.
Transition Activities. In connection with the transition of each Program to Neurocrine, and as further detailed in the Transition Plan, Voyager shall conduct the following activities for no additional consideration:
4.4.1 Voyager shall provide all assistance reasonably necessary for Neurocrine or its designees to continue the Manufacture and Development of all Collaboration Products in such Program;
4.4.2 Upon Neurocrine’s request, Voyager shall assign to Neurocrine any agreements (including any agreement with any Third Party manufacturer with respect to a Collaboration Candidate or Collaboration Product) solely relating to the Development or Manufacture of any Collaboration Candidate or Collaboration Product to which Voyager or any of its Affiliates is a party; provided that if any such agreement is not assignable to Neurocrine (because consent is required or because it relates to products that are not Collaboration Products), Voyager shall take all actions reasonably requested by Neurocrine so that Neurocrine may receive the benefits of such agreement applicable to Collaboration Candidates and Collaboration Products, which may include assigning a statement of work or work order to Neurocrine and facilitating a discussion of the terms of a services agreement between Neurocrine and the applicable counterparty;
4.4.3 Voyager shall transfer to Neurocrine copies of all data, reports, records, materials and other information arising out of the applicable Program, including all non-clinical and clinical data relating to any Collaboration Candidate or Collaboration Product, and all adverse event or other safety data resulting from such Program, as well as any chemistry, manufacturing and controls (CMC) or other Manufacturing data generated in connection with such Program; and
4.4.4 Voyager shall provide Neurocrine with a written summary of its inventory of Collaboration Candidates and Collaboration Products, and Voyager shall, at Neurocrine’s election, promptly destroy such inventory or deliver such inventory to Neurocrine. Voyager represents and warrants that, at the time of delivery, all clinical supply of Collaboration Candidates and Collaboration Products (a) will have been Manufactured in accordance with applicable Law, including cGMP, (b) will not be adulterated or misbranded under the Act and may be introduced into interstate commerce pursuant to the Act, (c) will comply with the specifications therefor, and (d) will comply with the quality agreement to be entered into between ...
Transition Activities. For a period of up to [***] following the effective date of termination:
(a) The Parties wish to provide a mechanism to ensure that, assuming the Discontinued Product is available to patients as of the reversion date, patients who were being treated with the Discontinued Product prior to such termination or who desire access to the Discontinued Product can continue to have access to such Discontinued Product while the regulatory and commercial responsibilities for the Discontinued Product are transitioned from Roche to Ionis. As such, Ionis may request Roche to perform transition activities that are necessary or useful to (1) transition Roche’s Commercialization activities (if any) to Ionis to minimize disruption to sales, (2) provide patients with continued access to the applicable Discontinued Products (if applicable), (3) enable Ionis (or Ionis’ designee) to assume and execute the responsibilities under all Approvals and ongoing Clinical Studies for the applicable Discontinued Product, and (4) ensure long-term continuity of supply for the Discontinued Product (collectively, the “Transition Activities”), including, if applicable, the categories of services and deliverables listed on SCHEDULE 11.5.9, but no longer than [***] following the effective date of termination. If applicable, Roche will [***] SCHEDULE 11.5.9; provided Roche and Xxxxx may mutually agree in writing to [***].
(b) Ionis may elect to have Roche perform the applicable Transition Activities by providing written notice to Roche no later than [***] following the effective date of the termination. If Ionis requests Transition Activities, without limiting the provisions of Section 11.5 (Special Consequences of Termination of the Agreement), the Parties will mutually agree upon a transition plan for Roche to perform the applicable Transition Activities including delivery and transition dates. In addition, the Parties will establish a transition committee consisting of at least each Party’s Alliance Managers, a representative from each Party’s chemistry, manufacturing and controls (“CMC”) group who was responsible for the Discontinued Product prior to the termination, and up to two (2) additional representatives from each Party who are from other relevant functional groups to facilitate a smooth transition. While Roche is providing applicable Transition Activities, Roche and Ionis will [***].
(c) Ionis will [***] to perform the Transition Activities. In addition, Ionis will [***] to perform th...
