Transition Issues. 1. With respect to all sales and other exploitations of Pre-Conversion Product prior to the Conversation Date, RCA will account to AD on a royalty basis. -------- [***] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
Transition Issues. (a) Although title to the Assets, including the Transferred Software, shall pass to Buyer at the First Closing, Sellers shall continue to provide Buyer, Zone Trading, their respective Affiliates and (subject to Section 4.14) the Related Trading Group with access to the Gr8Trade System during the Transition Period, with no material diminution in services from those currently provided to Zone Trading and the Related Trading Group, on substantially the same basis as at present and at no increase in cost to Buyer, Zone Trading or the Related Trading Group except as may be expressly set forth herein. During the Transition Period, the pricing provisions (but not the exclusivity provisions) of Section 3.1 of the Execution Agreement, and the support provisions of Section 4.3 of each of the License Agreements, shall continue to apply. Without limiting the foregoing, during the Transition Period, Sellers shall provide (or continue to provide) to Buyer, Zone Trading and the Related Trading Group all resources for the operation of the Gr8Trade System and the use thereof by Buyer, Zone Trading and the Related Trading Group including equipment leases, software licenses, support, telecommunications lines, data feeds, order-entry facilities, utilities, hardware and software maintenance and repair, rent and parking for facility leases and any other matters set forth on Schedule 4.12(a).
(b) During the Transition Period, Sellers shall (i) transfer that portion of the Assets (and any additional assets that Buyer and Sellers mutually agree upon) that Buyer designates in writing are to be transferred to one or more new locations in Austin, Texas to such location(s) in accordance with the obligations and requirements set forth in Schedule 4.12(b) attached hereto, and (ii) transfer that portion of the Assets (and any additional assets that Buyer and Sellers mutually agree upon) that Buyer designates in writing are to be transferred to or retained at Sellers’ Harborside Financial Center in Jersey City, New Jersey (the “HFC Data Center”) to separate, segregated cabinets within the HFC Data Center in accordance with the Co-Location Agreement. Such transfers shall include the connection of market-data lines and order-entry lines and such other activities as may be described in (x) the Co-Location Agreement (with respect to the portions of the Assets (and any additional assets) to be located at the HFC Data Center), (y) Schedule 4.12(b) (with respect to the portions of the Assets (an...
Transition Issues. Warrxx Xxxxxxx xxxll return the Company car currently in his possession on or before the date that is fifteen (15) days after the Effective Date, and the Company shall maintain the existing automobile insurance coverage on such car until such date. Warrxx Xxxxxxx xxxll have the right to purchase (i) the cellular phone he currently uses, (ii) the personal computer currently in his office, and (iii) the personal computer, printer, fax machine and cellular phone currently used by his executive assistant, each for a purchase price equal to the depreciated value of such equipment; provided, however, that all Company-related information shall be deleted from the two personal computers before they are sold to Warrxx Xxxxxxx.
Transition Issues. TERMINATION OF LEASE; ASSUMPTION OF CERTAIN OBLIGATIONS
Transition Issues. The parties agree to cooperate in the many complex aspects of transitioning into the Consolidated 9-1-1 Center. Transition elements include, but are not limited to the following:
5.1 There will be continued involvement of the Consolidated Dispatch Board in all phases of the establishment of the Center.
5.2 All reasonable attempts will be made to hire a Director during the facility programming phase, subject to the funding agreement as indicated in Section 9. The hiring of the Director shall involve the Board, as indicated in Section 6.
5.3 Hiring of employees:
A) EMS and Sheriff’s Office dispatch employees who meet qualifications standards, at the time of cutover, will be transferred to the new Consolidated 9-1-1 Center. Supervisory and other specialty positions will be filled by the Center Director.
B) Subject to the conditions below, the Center Director will hire dispatchers that meet the qualifications standards adopted by the Board, from emergency communications centers of the parties to this agreement. A readiness program to assist current dispatchers to meet qualifications standards will be made available during the establishment phase of the facility. (Readiness training and funding responsibilities as referred to in Sections 9.3 and 9.4.)
C) Dispatchers must meet the minimum qualifications established for the position, unless they have been hired less than six months before cutover to the Consolidated 9-1-1 Center, in which case they will have a period of six months from cutover to meet the minimum qualifications. All new hire employees will be subject to the County’s standard probationary period and all other Charleston County employment policies and procedures.
D) It is the intent of this Agreement that the hiring of dispatch staff at participating agencies will take place, subject to the pay scales established for the Consolidated 9-1-1 Center, and with existing longevity and position level taken into consideration, among other things. Criteria which may render a participating dispatch center employee ineligible for County employment at the Consolidated 9-1-1 Center include, but are not limited to, the following: - Convicted felon or other significant information found on a criminal records check - The employee has been determined “not eligible for re-hire” as a Charleston County employee - Inability to pass a drug test - Inability to pass a basic literacy exam - Education level which is not equivalent to a high school diploma or higher
5.4 Indi...
Transition Issues. TERMINATION OF LEASE;
Transition Issues. It is the intention of both parties that the separation and/or use of utilities on the site will be accomplished in the most cost-effective and equitable manner possible for both parties. The Port and Georgia-Pacific will separate the utilities used by the Tissue Mill from the utilities to be demolished and from those utilities needed for the Remaining Buildings and systems to be owned by the Port. Georgia-Pacific will be responsible for the cost of the isolation of utilities to separate the ongoing Tissue Mill operation from the demolition area, including the cost of demolition of the unneeded aboveground utilities outside the Remaining Buildings. The Port will be responsible for the cost to reconnect any needed utilities to the Remaining Buildings and infrastructure on the demolition site. Examples include, but are not limited to, the following:
1. Mill B power supply;
2. Cell house power supply;
3. Other electrical power;
4. Fire water system to remaining buildings;
5. Compressed air;
6. Potable water;
7. Sanitary sewers;
8. Storm water systems; and,
9. Communication systems.
Transition Issues. Seller shall continue to provide maintenance of subsidiary ledgers, payroll, cash management and general ledger for a period of up to six months from Closing Date for an administrative fee of $4000 per week. Purchaser shall give Seller 30 days' prior written notice of its intent to cancel the maintenance services of Seller. Seller shall continue to provide current medical and dental coverage to Company's employees through December 31, 1997. Purchaser agrees to reimburse Seller for the costs of the premiums. Employees. From the date hereof until the date two years from the Closing Date, the Seller and its subsidiaries and affiliates shall not directly induce or encourage any current employee of the Company or Purchaser to terminate or otherwise interfere with his or her employment relationship with the Company or Purchaser. Should the current General Manager of the Company choose not to continue his employment with the Company after Closing yet remain employed by Seller or its affiliates, Seller will arrange for the current General Manager to continue to render services to the Company for up to six months after the Closing, provided that (i) the current General Manager consents to such arrangement and (ii) Purchaser or the Company pays the current General Manager for such services.
Transition Issues. 5- 6.1 Type 1 Interconnection., .......................................................................... -5- 6. 2 Reverse Billing ..................................................................................... [INTENTIONALLY LEFT BLANK] ...................................................................
Transition Issues. In the event Purchasing Partners terminates this Agreement pursuant to Sections 9.1 or 9.2 above as a result of an uncured Substantial Breach (as defined below) by PHx, Purchasing Partners and Participating Members shall be deemed to have a fully paid license to continue their use of the PHx e-Commerce System for a period of time equal to [***]. Such license shall be non-assignable and non-sublicenseable and shall be limited to the right to use the PHx e-Commerce System to support the reasonable electronic commerce requirements of Participating Members with at least the same level of connectivity by and among Participating Members, Vendors and Distributors that existed immediately prior to the effective date of termination. Further, in the event of any such termination by Purchasing Partners: (i) PHx shall provide at no charge transition and maintenance support of the PHx e-Commerce System for a period of [***] from the date of termination; and (ii) Purchasing Partners shall be deemed to have a fully paid, perpetual, non-assignable, non-sublicenseable license to use the PHx database of purchasing activity information relating to Participating Members existing as of the date of termination for the limited purpose of supporting Participating Members' reasonable electronic commerce requirements. In no event shall Purchasing Partners use the licenses described in this Section 9.3 in a manner other than is necessary to support the reasonable electronic commerce requirements of Participating Members and Purchasing Partners may not use any aspect of the PHx e-Commerce System to provide services to any person that is not a Participating Member or a Vendor or Distributor (provided, however, that any such services to a Vendor or Distributor must relate solely to Participating Members). This Section 9.3 shall survive the termination of this Agreement. * Confidential Treatment Requested
