Transition Charges. During the Price to Beat Period, for those Customers that are being charged the Price to Beat, Series 2003-1 Transition Charges shall be deducted from other charges to such Customers in order to ensure that the total rates paid by such Customers equal the Price to Beat. For
Transition Charges. The Servicer shall comply with the requirements of the Financing Order and Tariff with respect to the identification of Series 2003-1 Transition Charges on Bills. In addition, at least once each year, the Servicer shall (to the extent that it does not separately identify the Series 2003-1 Transition Charges as being owned by the Issuer in the Bills regularly sent to Applicable REPs, other Third-Party Collectors or Customers that are billed directly by the Servicer) cause to be prepared and delivered to REPs, other Third-Party Collectors and such Customers a notice stating, in effect, that the Series 2003-1 Transition Property and the Series 2003-1 Transition Charges are owned by the Issuer and not the Seller. Unless prohibited by applicable PUCT Regulations, the Servicer shall cause each Applicable REP and any other Third-Party Collector, at least once each year, to include similar notices in the bills sent by such Applicable REP or Third-Party Collector to Customers indicating additionally that the Series 2003-1 Transition Charges are not owned by the REP or Third-Party Collector (to the extent that such REP or Third-Party Collector does not include such information in the Bills regularly sent to Customers). Such notice shall be included either as an insert to or in the text of the Bills delivered to such Customers or shall be delivered to Customers by electronic means or such other means as the Servicer, the Applicable REP or Third-Party Collector may from time to time use to communicate with its respective customers.
Transition Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Series 2004-1 Transition Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney's fees and expenses) incurred in connection with transferring the Series 2004-1 Transition Property Records to the successor Servicer and amending this Agreement or any intercreditor agreement to which the Issuer and the Servicer are parties to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses or, if the predecessor Servicer fails to pay, such costs and expenses shall be reimbursable pursuant to Section 8.02(e)(iii) of the Indenture. In no event shall the Indenture Trustee be responsible for the costs and expenses incurred in the transfer of the Series 2004-1 Transition Property Records to a successor Servicer. Termination of TXU Electric as Servicer shall not terminate TXU Electric's rights or obligations under the Sale Agreement or any intercreditor agreement to which the Issuer and the Servicer are parties (except rights thereunder deriving from its rights as the Servicer hereunder).
Transition Charges. For purposes of calculating the amount of Series 2003-1 Transition Charges owned by each REP or other Third Party Collector, (i) all Billed TCs shall be deemed to be collected the same number of days after billing as is equal to the Weighted Average Days Outstanding then in effect and (ii) each REP or other Third Party Collector will, on each Business Day, remit to the Servicer for remittance to the Indenture Trustee for deposit in the Series 2003-1 Collection Account an amount equal to the product of the applicable Billed TCs multiplied by one hundred percent less the system wide charge-off percentage used by the Servicer to calculate the most recent Periodic Billing Requirement. Such product shall constitute the amount of Series 2003-1 Transition Charges owed by each REP or other third Party Collector for each Business Day. The Servicer will, on an annual basis and in accordance with PUCT Regulations and the individual agreements between the Servicer and each individual REP or other Third Party Collectors, reconcile the amounts collected from REPs and other Third Party Collectors in respect of Series 2003-1 Transition Charges with the amount of actual Series 2003-1 Transition Charges collected by the REPs and other Third Party Collectors from Customers. Any overpayments or underpayments made by a REP or othe rthird Party Collector will be accounted for in accordance with the Financing Order.
Transition Charges. There will be a mutually agreed upon Transition/Transformation plan. See Schedule C Exhibit C-2C. TCS has shared a list of associates with Xxxxxxx and will execute the plan based on this list. ** . TCS may not reduce or reallocate the resources applicable to any portion of the Services until the Xxxxxxx business unit owner (a direct report to Global CTO or the Global Head of Operations) has agreed that Transition/Transformation for that aspect of the Services is satisfactory, not to be unreasonably withheld.
Transition Charges. 5.1 The Transition Services as described in Schedule 8, Appendix 1 will be provided [***] from the Service Provider to the Customer, regardless of the actual effort undertaken, subject always to the terms of clause 21 (Customer Dependencies). This is because the Service Provider has agreed to waive these charges, which are shown in Appendix 10-L (Transition Baseline Information) for information purposes only to support the validation of any Changes to Transition.
5.2 Notwithstanding paragraph 5.1 above, Charges for Transition may become payable where:
5.2.1 the parties agree a Change to Transition pursuant to the Contract Change Control Procedure and that such Change should be chargeable; or
5.2.2 pursuant to clause 21.3, the Service Provider is entitled to recovery of costs in the event the Customer fails to meet a Transition related Customer Dependency.
5.3 The day rates applicable to any Change Control for purposes identified in 5.2 above are set out in the Rate Card in Appendix 10-I of this Schedule (10). Where there are roles shown in Appendix 10-L (Transition Baseline Information) which do not align with the roles in the Rate Card, the Parties shall work in good faith to agree equivalent roles to be applied in calculating the Charges due.
5.4 Expenses will be billed pursuant to paragraph 17.
5.5 If the Service Provider fails to achieve the target Service Commencement Date for a specific Service Tower, the Service Provider shall be liable to pay:
5.5.1 Transition related Liquidated Damages pursuant to clause 10.1 (Liquidated Damages) of the Agreement, which will apply in the event the relevant Service Commencement Date of the relevant Service Tower is delayed beyond [***] as follows: Common services $ [***] $ [***] Infrastructure Management $ [***] $ [***] Operations and Service Delivery $ [***] $ [***] Application Management $ [***] $ [***] Network $ [***] $ [***]
5.5.2 The following amounts to enable the Customer to realise the cost reductions planned to take effect at the planned Service Commencement Dates for each Service Tower, pursuant to clause 5.3 of the Agreement. These will apply in the event the Service Commencement Date is delayed beyond [***] and will accrue per Business Day of delay as follows: Common Services [***] [***] Infrastructure Management [***] [***] Operations and Service Delivery [***] [***] Application Management [***] [***] Network Management [***] [***]
Transition Charges. (i) Upon Vendor’s request during the Transition Period, TXUED shall cause its Affiliate, TXU Electric Delivery Property LLC, to enter into contracts with third parties (including, potentially, Affiliates of Vendor) that are determined necessary by Vendor for the provision of the Transition Services; provided that: (1) the aggregate amount of fees paid by such TXUED Affiliate under such contracts and otherwise for Vendor’s re-branding of Resources, relocation of employees and employee benefit plan designs, in each case prior to the Services Agreement Commencement Date for the Field Services Agreement, shall not exceed three million, one-hundred thousand dollars ($3,100,000) (the “Early Transition Payments”); and (2) the aggregate amount of fees paid by such TXUED Affiliate under such contracts for actual incremental costs and expenses that are directly incurred by Vendor and/or such TXUED Affiliate in order to (A) integrate Vendor’s Systems with TXUED’s Systems, (B) modify or replace Vendor’s owned or licensed Software and (C) develop new Software, in each case as necessary to transition the Services to Vendor and for Vendor to perform the Services, in the aggregate, prior to the Services Agreement Commencement Date for the Field Services Agreement shall not exceed eight million dollars ($8,000,000) (the “IT Payments”). Vendor shall cause its Affiliate, InfrastruX Group, Inc., to provide any reasonable cooperation and support (including with regard to negotiations) requested by TXUED or such TXUED Affiliate in connection therewith. The Parties shall cooperate to cause the contracts contemplated by this Section 10.1(e)(i) to be managed and administered in a manner agreed to by the Parties.
(ii) Upon the Services Agreement Commencement Date for the Field Services Agreement, TXUED shall pay Vendor an amount equal to four million, one-hundred thousand dollars ($4,100,000) minus the total of all Early Transition Payments (the “Vendor Transition Payment”) in consideration of Vendor’s cost to achieve the Transition Services under this Agreement, including incentive payments and severance payments made by Vendor to Transitioned Employees in order to mitigate any negative impact (if any) of transition, relocation and/or severance upon such personnel, Vendor’s re-branding of Resources, relocation of the Transition Employees, and benefit plan designs.
(iii) In addition, commencing on the Services Agreement Commencement Date, TXUED shall reimburse Vendor for the reason...
Transition Charges. With respect to Transition Charges under this Agreement and Transition Charges under the Oncor MFA, TXU shall reimburse Vendor for CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION Transition Charges and CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION of Transition Charges, in each case under all of the Initial Services Agreements, incurred by the Vendor by the 18 month anniversary of the Services Agreement Commencement Date under each such agreement unless otherwise agreed to by the parties. TXU's aggregate commitment to reimburse Vendor for Transition Charges under all of the Initial Services Agreements and under the Initial Services Agreements as defined in the Oncor MFA is $25,000,000. TXU shall reimburse Vendor for such amounts against invoices as such Transition Charges are incurred by Vendor, with such amounts payable by TXU at the end of each three month period commencing on the Services Agreement Commencement Date for the IT Services Agreement.
Transition Charges. If (1) MBC terminates this Agreement at the end of the second year pursuant to Section 12.2; or (2) if PSC terminates this Agreement during the Initial Term pursuant to Section 12.1, 12.3 or 12.4 of this Article XII, PSC may charge MBC required, reasonable termination costs, including relocation charges, transportation charges, equipment charges, and other reasonable documented expenses related to termination or migration, provided PSC provides estimates of all transition charges fees at the time PSC employees are relocated to perform services under this Agreement, and MBC approves of such transition charges. MBC's obligation for such fees shall not exceed the approved estimate.
