Transition and Migration Clause Samples

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Transition and Migration. 6.1 During the thirty (30) calendar day period from the date of this Agreement (the “Transition and Migration Period”, as such period may be mutually extended by the Parties, Seller will continue to operate and host the Web Site(s) in the ordinary course (business as usual) and in the same manner in which it is currently operated to permit sufficient time for Buyer to migrate the Web Site(s) in its entirety to Buyer’s servers and launch the Web Site(s) to the public. Buyer will reimburse Seller for all reasonable and documented Web Site hosting expenses incurred by Seller during the Transition and Migration Period. 6.2 During the Transition and Migration Period, upon confirmation that the Purchase Price has been deposited with ▇▇▇▇▇▇.▇▇▇, Seller shall comply with Buyer’s directions to cause the orderly conversion, transition and migration of the Web Site(s) from Seller’s (or its hosting provider’s) servers and systems to the servers, systems and technology used by Buyer and Buyer shall be able confirm such orderly conversion, transition and migration, as follows: (i) Seller shall transfer ownership of the Domain Names to Buyer and the Domain Names shall appear in a domain name registrar’s account exclusively controlled by Buyer as shown in the applicable Whois database; and (ii) Seller shall provide Buyer with full root access to the Web Site(s) for the purpose of initiating the transfer of the Web Site(s) to Buyer; and (iii) Seller shall provide all documentation to enable Buyer (a) to operate the Web Site(s) without assistance, including providing all network and operating system configuration specifications and any other documentation relating to software licenses, source code, systems and technology of the Web Site(s) and (b) confirm the Web Site revenues and expenses set forth in Section 2.3 (and any related schedules) and to assist with the transfer of any Assigned Contracts; and (iv) Buyer shall have confirmed to Seller that the Web Site(s) (a) has been migrated from Seller’s (or its hosting provider’s) servers and systems to the servers, systems and technology used by Buyer to the satisfaction of Buyer and (b) is receiving traffic on the Buyer’s servers; and (v) Buyer shall have confirmed that it has been delivered all Assets specified in this Agreement; and (vi) Buyer shall have confirmed that for 48 hours following the site transfer to Buyer's servers, that the Web Site visitor activity is substantially similar to the activity set forth in Sectio...
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Transition and Migration. Upon the termination or expiry of this TSA, the Parties will cooperate or migrate or otherwise afford Vivint Solar access to all property belonging to Vivint Solar, all work product then in progress, all materials in Vivint’s possession containing Confidential Information of Vivint Solar, and any information regarding employees, customers, or prospective customers of Vivint Solar that is acquired by Vivint in connection with the provision of Services pursuant to this TSA, including without limitation, customer and customer prospect information, sales information, and customer lists and updates (including customer names, addresses and telephone numbers) (collectively, “Vivint Solar Data”).
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Related to Transition and Migration

  • Transition Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Purchaser from and after the Closing.

  • Implementation and Review The Parties shall consult annually, or as otherwise agreed, to review the implementation of this Chapter and consider other matters of mutual interest affecting trade in services. (10) 10 Such consultations will be addressed under Article 170 (Free Trade Commission) of Chapter 14 (Administration of the Agreement).

  • Transition Planning The AGENCY will be responsible for the development of the student’s Transition Plan, which begins upon entry and is completed prior to the student’s exit.

  • EVALUATION AND MONITORING The ORGANIZATION agrees to maintain books, records and other documents and evidence, and to use accounting procedures and practices that sufficiently and properly support the complete performance of and the full compliance with this Agreement. The ORGANIZATION will retain these supporting books, records, documents and other materials for at least three (3) calendar years following the year in which the Agreement expires. The COUNTY and/or the State Auditor and any of their representatives shall have full and complete access to these books, records and other documents and evidence retained by the ORGANIZATION respecting all matters covered in and under this Agreement, and shall have the right to examine such during normal business hours as often as the COUNTY and/or the State Auditor may deem necessary. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, and records of matters covered by this Agreement. These access and examination rights shall last for three calendar years following the year in which the Agreement expires. The COUNTY intends without guarantee for its agents to use reasonable security procedures and protections to assure that related records and documents provided by the ORGANIZATION are not erroneously disclosed to third parties. The COUNTY will, however, disclose or make this material available to those authorized by/in the above paragraph or permitted under the provisions of Chapter 42.56 RCW without notice to the ORGANIZATION. The ORGANIZATION shall cooperate with and freely participate in any other monitoring or evaluation activities pertinent to this Agreement that the COUNTY finds needing to be conducted.

  • Assistance and Cooperation (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companies, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.