Transition following Termination. As soon as reasonably practicable following its resignation or termination of appointment becoming effective and subject to payment of any amount owing to X.X. Xxxxxx under this Agreement, X.X. Xxxxxx agrees to transfer such records and related supporting documentation as are held by it under this Agreement, to any replacement provider of the Services or to such other person as the Customer may direct. Except as otherwise provided in Section 7.2, X.X. Xxxxxx shall provide the Services until a replacement administrator is in place, subject to the terms and conditions of this Agreement (including Article 4). X.X. Xxxxxx will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as X.X. Xxxxxx customarily charges Fund Services Agreement - US Mutual Funds - June 2016 for such assistance. The Customer undertakes to use its best efforts to appoint a new administrative service provider as soon as possible.
Transition following Termination. The Customer undertakes to use its best efforts to appoint a new administrative service provider as soon as possible after receiving a notice of termination, provided that if Customer has not transitioned to a new administrative service provider as of the date of termination, X.X. Xxxxxx will continue to provide the Services at the fees agreed upon by the Customer and X.X. Xxxxxx Customer agrees to pay such reasonable expenses and charges as X.X. Xxxxxx customarily charges in connection with such transition. Subject to payment of any amount owing to X.X. Xxxxxx under this Agreement, X.X. Xxxxxx agrees to transfer a copy of such records and related supporting documentation held by it under this Agreement, to any replacement provider of the Services or to such other person as the Customer may direct. X.X. Xxxxxx will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as X.X. Xxxxxx customarily charges for such assistance.
Transition following Termination. As soon as reasonably practicable following its resignation or termination of appointment becoming effective and subject to payment of any amount owing to ABIS under this Agreement, ABIS agrees to transfer such records and related supporting documentation as are held by it under this Agreement to any replacement provider of the Services or to such other person as the Fund may direct. Except as otherwise provided in Section 7.2, ABIS shall provide the Services until a replacement transfer agent is in place, subject to the terms and conditions of this Agreement (including Article 4). ABIS will also provide reasonable assistance to its successor for such transfer, subject to the payment of reasonable expenses and charges for such assistance. The Fund undertakes to use its best efforts to appoint a new service provider as soon as reasonably possible.
Transition following Termination. As soon as reasonably practicable following its resignation or termination of appointment becoming effective and subject to payment of any amount owing to X.X. Xxxxxx under this Agreement, X.X. Xxxxxx agrees to transfer such records and related supporting documentation and information as are held by it under this Agreement, to any replacement provider of the Services or to such other person as the Customer may direct. Except as otherwise provided in Section 7.2, X.X. Xxxxxx shall provide the Services until a replacement sub-administrator is in place, subject to the terms and conditions of this Agreement (including Article 4). X.X. Xxxxxx will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as X.X. Xxxxxx customarily charges for such assistance. The Customer undertakes to use its best efforts to appoint a new sub-administrative service provider as soon as possible. To the extent required by Applicable Law, the provisions of Section 2.4 shall survive Termination of this Agreement.
Transition following Termination. Following any termination of this Agreement, (i) the Manager agrees to deliver to the Company on or before the date the termination will be effective all books and records related to the Company's Business which are in the possession of the Manager; and (ii) the Manager shall use reasonable efforts to cooperate in connection with effecting a business like and efficient transition of the Company's operations and management, including transition to a newly selected manager.
Transition following Termination. As soon as reasonably practicable following its resignation or termination of appointment becoming effective and subject to payment of any amount owing to JPMorgan under this Agreement, JPMorgan agrees to transfer such records and related supporting documentation as are held by it under this Agreement, to any replacement provider of the Services or to such other person as the Customer may direct. Except as otherwise provided in Section 7.3, JPMorgan will provide the Services until a replacement administrator is in place subject to the terms and conditions of this Agreement (including Article 4). JPMorgan will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as JPMorgan customarily charges for such assistance. The Customer undertakes to use its best efforts to appoint a new administrative service provider as soon as possible.
Transition following Termination. A. In the Event RRD Acts as IND Sponsor. In the event RRD acts as IND Sponsor, both Parties agree to make commercially reasonable efforts to, by the [***] after the termination of this Agreement or any individual Project Agreement, take all actions necessary to effect the transfer back to Eiger (or a third party designated by Eiger) of, (i) the IND or that portion of the IND related to the terminated Program, (ii) the regulatory files related to such terminated Programs, and (iii) any and all documents or materials related to the terminated Programs.
B. In the Event RRD Has Contracted for Third-Party Services on Eiger’ Behalf. RRD shall assign to Eiger or its designee, at Eiger’ expense and as of the termination date of such Program, all of the Approved Contracts then in effect, to the extent they relate solely to the terminated Program. Both Parties shall use commercially reasonable efforts to cause the assignment of any non-assignable subcontracting agreement or portion thereof relating to the terminated Programs. If it is not successful in causing such assignment, RRD shall act as Eiger’ agent, at Eiger’ request and reasonable expense, in procuring all goods and services under such agreements until such time as Eiger enters into alternative arrangements to procure such services, provided that Eiger uses commercially reasonable efforts to enter into such alternative arrangements as soon as possible. RRD shall provide copies of all such subcontracting agreements to Eiger, at Eiger’ reasonable expense, in connection with such transfer. RRD agrees to take such commercially reasonable actions as Eiger may request in furtherance of the foregoing, at the expense of Eiger. Such efforts shall not include any obligation for RRD to incur any out-of-pocket costs that are not reimbursable by Eiger. [ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Transition following Termination. As soon as reasonably practicable following its resignation or a termination of appointment becoming effective, and subject to payment of any amount owing to the Administrative Agent under this Agreement, the Administrative Agent agrees to transfer such records and related supporting documentation as are held by it under this Agreement, to any replacement provider of the Services or to such other person as the Sponsor may direct. Except in the event of a termination pursuant to Section 7.2, the Administrative Agent shall provide the Services until a replacement administrator is in place, subject to the terms and conditions of this Agreement (including Article 4). The Administrative Agent shall also provide reasonable assistance to its successor in connection with such transfer for a transition period, subject to the payment of such reasonable expenses and charges as the Administrative Agent customarily charges for such assistance. The Sponsor shall undertake to use its best efforts to terminate any transition period as soon as possible, including if applicable by appointing a new service provider.
Transition following Termination. As soon as reasonably practicable following its resignation or termination of appointment becoming effective and subject to payment of any amount owing to Service Provider under this Agreement, Service Provider agrees to transfer such records and related supporting documentation as are held by it under this Agreement, to any replacement provider of the Services or to such other person as the Customer may direct. Except as otherwise provided in Section 7.3, Service Provider will provide the Services until a replacement provider is in place subject to the terms and conditions of this Agreement (including Article 4). Service Provider will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as Service Provider customarily charges for such assistance. The Customer undertakes to use its best efforts to appoint a new administrative service provider as soon as possible.
Transition following Termination. As soon as reasonably practicable following its resignation or termination of appointment becoming effective and subject to payment of any amount owing to X.X. Xxxxxx under this Agreement, X.X. Xxxxxx agrees to transfer such records and related supporting documentation as are customarily transferred by an existing provider of services similar to the Combined Services, or such other records and related supporting documentation as the replacement provider may reasonably request, to any replacement provider of the Services or to such other person as the Customer may direct. Except as otherwise provided in this Agreement, X.X. Xxxxxx shall provide the Services until a replacement administrator is in place, subject to the terms and conditions of this Agreement (including Section 4). X.X. Xxxxxx will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as X.X. Xxxxxx customarily charges for such assistance in amounts which are agreed to by the Customer, acting reasonably, in advance. The Customer undertakes to use Commercially Reasonable Efforts to appoint a new administrative service provider as soon as possible.
