Transition and Migration Sample Clauses

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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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.
Sample 1
Transition and Migration. 6.1 During the fourteen (14) calendar day period from the date of this Agreement (the “Transition and Migration Period”, as such period may be mutually extended by the Parties; and provided, that Seller complies with Buyer’s directions and requests for information in accordance with Section 6.2 within one (1) business day), Seller will continue to operate and host the Web Sites 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 Sites in its entirety to Buyer’s servers and launch the Web Sites 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.
Sample 1

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.

  • Transition Planning 28 4.5. Control of Other Party's Business . . . . . . . . . 28

  • Assistance and Cooperation After the Closing Date, each of Seller and Purchaser shall:

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Disaster Recovery and Business Continuity Company has developed and implemented a contingency planning program to evaluate the effect of significant events that may adversely affect the customers, assets, or employees of Company and Company Bank. To Company’s Knowledge, such program ensures that Company can recover its mission critical functions, and complies in all material respects with the requirements of the FFIEC and the FDIC.

  • Transition Matters The Consultant shall render such ------------------ services to Purchaser as the Consultant and the President of the Purchaser (or his designee) shall mutually agree with respect to (i) Purchaser and Company business matters relating to the transition period prior to and following the Merger and (ii) integration of the business of the Company with the business of Purchaser.

  • Information and Cooperation Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 7.4 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights covering any Program Technology under this Section 7.4; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other actions. In addition, Company agrees that if Licensor claims any action taken under Section 7.4(d)(i) would be detrimental to Patent Rights covering Licensor Technology, Licensor shall provide written notice to Company and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

  • Cooperation and Records Retention Seller and Buyer shall (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other with any records or other information that may be relevant to such return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any tax return of the other for any period. Without limiting the generality of the foregoing, Buyer and Seller shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all tax returns, supporting work schedules, and other records or information, in a timely manner, as and that may be relevant to such returns for all tax periods or portions thereof ending on or before the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same.

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

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