Transition Management. Immediately upon receipt by either the DEPARTMENT or the PROVIDER of written notice of termination or expiration of the term, the PROVIDER shall:
a. Not incur any further obligations for salaries, services, or any other expenditure of funds under this Provider Agreement without the written approval of the DEPARTMENT;
b. Continue to provide essential services and supports to ensure the health and safety of individual clients as directed by the DEPARTMENT during the period of termination management or upon expiration of the term of the Provider Agreement until the transition of all clients currently receiving services is completed. If necessary, the DEPARTMENT will extend the Provider Agreement until the transition of services is completed;
c. Comply with all directives issued by the DEPARTMENT in the notice of termination or notice of expiration as to the performance of work under this Provider Agreement;
d. Take such action as the DEPARTMENT shall direct for the protection, preservation, retention or transfer of all client records generated under this Provider Agreement in accordance with ARTICLE 13 FINANCIAL RECORDS, Paragraph a. and ARTICLE 16
Transition Management. 46 SECTION 7.15
Transition Management. Within [*] days of the Agreement Date, BioMarin and Merck Serono each shall designate an appropriate point of contact for all questions and issues relating to the Transition Services, and inform the other Party of the identity of and contact information for such contact (the “Transition Managers”). The Transition Managers shall meet [*], or on such other schedule as mutually agreed upon by the Parties, during the Transition Period in person or telephonically in order to discuss the Transition Services and the status of the transition and to manage any open issues relating to the Transition Services. The Transition Managers may, at their individual discretion, involve additional team members as designated contact persons for specific functional areas (the “Contact Persons”). Either Party may, by written notice given to the other Party, replace its Transition Manager or Contact Persons. In addition, each Party shall name an alliance manager, who shall join the calls of the Transition Managers at least on a [*] basis,
Transition Management. (a) As soon as practicable after the date of this Agreement, the parties shall create a special transition management task force (the "Task Force"), which shall be comprised of Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx and Xxx X. XxXxxxxx. The Task Force shall examine various alternatives regarding the manner in which to best organize the business of the Surviving Corporation after the Effective Time.
(b) As soon as practicable after the date of this Agreement, the Task Force will develop a plan (the "Plan") with respect to the communications with the employees of Xxxx-XxXxx and Oryx and their respective Subsidiaries regarding the transactions contemplated by this Agreement. Notwithstanding any other provision of this Agreement, prior to the Effective Time, neither Xxxx- XxXxx nor Oryx will contact or communicate with any employee of the other party or its Subsidiaries with respect to the transactions contemplated by this Agreement, unless pursuant to the Plan or in accordance with the authorization of the Task Force. In addition, except pursuant to the Plan, neither Xxxx-XxXxx nor Oryx will have any communication or contact with any employee of the other party or its Subsidiaries concerning, relating to or in any way bearing upon any closing or relocation of or reduction in size, staff or function of any present facility of the other party. The Plan will address such topics as the identity of senior management of the Surviving Corporation (other than as provided elsewhere herein), integration of Xxxx-XxXxx and Oryx, retention bonuses, short- and long-term plans for the corporate headquarters, group offices, payroll and benefits administration. Xxxx-XxXxx and Oryx will cooperate and provide all needed notices under the Worker Adjustment and Retraining Notification Act and its regulations.
Transition Management. 1.1 Introduction
Transition Management. Each Party shall appoint a transition manager (each, a “Transition Manager”). The Transition Managers shall have the authority to represent the position of their respective Parties and to make operational decisions regarding the Parties’ performance of this Agreement. Each Transition Manager shall appoint or designate in a writing directed to the other Transition Manager, a person or persons to act in his or her stead on day-to- day matters within various functional areas when the Transition Manager is unavailable. Subject to the right to delegate duties to others, the Transition Managers shall serve as the primary contact point for the respective principals with respect to the obligations of the Parties under this Agreement. Each Transition Manager’s responsibilities shall include: (a) conducting reviews of compliance with the service standard in Section 2.2; (b) assuring compliance with this Agreement, including the schedules attached to this Agreement; (c) mitigating and resolving technical and business issues; (d) managing the service migration process; and (e) participating in the dispute resolution process under Section 2.4. A Party may designate a replacement for its Transition Manager by written notice to the other Party. Nothing in this Agreement shall be deemed to authorize either Transition Manager to amend this Agreement in any way.
Transition Management. (a) As promptly as practicable after the date hereof, Indiana and SIGCORP shall create special transition management task forces (the "TASK FORCES") that shall comprise representatives from each of the primary business functions of each company and headed by Mr. Xxxx X. Xxxxxxxxxx (or an individual designated by him) and Mr. Xxxxxx X. Xxxxxx (or an individual designated by him).
(b) The functions of the Task Forces shall include (i) to serve as a conduit for the flow of information and documents between the companies and their subsidiaries as contemplated by Section 6.15, (ii) to review and evaluate proposed exceptions to the restrictions on the conduct of business pending the Merger set forth in Article VI, (iii) development of regulatory plans and proposals, corporate organizational and management plans, workforce combination proposals, and such other matters as they deem appropriate, and (iv) to evaluate and recommend the manner in which best to organize and manage the business of the Company after the Effective Time. A consent by either SIGCORP or Indiana to an exception to the restrictions set forth in Article VI shall be effective only if set forth in a writing that describes in reasonable detail the actions proposed to be taken and that is signed by Mr. Xxxxxxxxxx (xx his designee) or Mr. Xxxxxx (xx his designee), as the case may be.
(c) After the date hereof and prior to the Effective Time, Mr. Xxxxxx xxxll be invited to attend meetings of Indiana's Board of Directors and Mr. Xxxxxxxxxx xxxll be invited to attend meetings of SIGCORP's Board of Directors as appropriate in consultation with each other.
(d) In connection with their responsibilities as co-heads of the Task Force, Messrs. Ellexxxxxx xxx Goebxx xxxll together recommend organizational matters and candidates to serve as the officers of the Company who are not otherwise designated by this Agreement to their respective boards. All such organizational matters and appointment of officers shall be subject to final approval by a majority of the members of the Board of Directors of the Company.
Transition Management. (a) DRI and CNG shall create a special transition management task force (the "Task Force") to be headed by Xxxxxx X. Xxxxx, Chairman and Chief Executive Officer of DRI, and in addition, to consist of two members nominated by CNG and two additional members nominated by DRI. The Task Force shall report its findings to the Board of Directors of each of DRI and CNG.
(b) The functions of the Task Force shall include (i) serving as a conduit for the flow of information and documents between DRI and CNG as contemplated by Section 6.15, (ii) development of transition plans, corporate organizational and management plans, workforce combination proposals, and such other matters as may be appropriate and (iii) otherwise assisting DRI and CNG in making an orderly transition.
Transition Management. 1.5.1 PPD and Furiex each agree to (i) designate an appropriate point of contact for all questions and issues relating to the Services for each of the related Transition Agreements during the term of this Agreement (“Transition Managers”) and (ii) make available the services of appropriate qualified employees and resources to allow for the provision of the Services and to allow each Party to perform its duties, responsibilities and obligations related to the Services.
1.5.2 PPD’s and Furiex’s designated transition team leaders for each of the TAs will be included in such TAs.
Transition Management. During the Term, Xxxxx Xxxxx shall act as Seller’s representative with respect to that Transition Service (such individual, the “Transition Service Representative”) and will manage and coordinate delivery of the applicable Transition Service. Seller may, in its discretion, select other individuals to serve in the capacity of the Transition Service Representative by delivering written notice to Buyer. The Transition Service Representative may rely on instructions provided by any individual representing Buyer or its Affiliates in connection with the provision of Transition Services hereunder.
