Transition of Customers Sample Clauses

Transition of Customers. In the event of transitioning Customers from other Medicaid managed care contractors and their provider, Provider shall work with Subcontractor or Health Plan to ensure quality-driven health outcomes for such Customers to the extent required by the State Contract or otherwise required by law.
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Transition of Customers. For twenty-four months following the Closing, the Seller and the Member shall use all reasonable commercial efforts to ensure the smooth transfer from Seller to Purchaser of all of Seller’s customers.
Sample 1
Transition of Customers. In the event of transitioning Customers from other Medicaid managed care contractors and their provider, Provider shall work with United to ensure quality-driven health outcomes for such Customers to the extent required by the State Contract or otherwise required by law.
Sample 1
Transition of Customers. Seller shall use its reasonable commercial efforts to insure the smooth transfer from Seller to Buyer of all of Seller's present customers who, prior to the Execution Date, purchased the products of the Business. Seller shall not be required to make any expenditures in furtherance of the foregoing undertaking.
Sample 1
Transition of Customers. After Closing and for a period of up to two months thereafter, neither Buyer nor CygnaCom shall have any logical access or any unescorted physical access to Orion facilities in order to properly protect and dispose the confidential or proprietary information of any of the customers of Orion listed on Section 5.4 of the Disclosure Schedule until such time as Xxxxxxx Xxxxxxxx has disposed of such information in accordance with the instructions of such customers. During such time period, Xxxxxxx Xxxxxxxx shall have the authority to dispose of such information on behalf of Orion in accordance with the instructions of such customers and shall further have the authority to negotiate with the National Security Agency (the “NSA”) on behalf of Orion terms and conditions pursuant to which Orion shall continue after Closing to provide services to the NSA of the type provided by Orion to the NSA prior to Closing, subject to the final approval of Buyer. The Buyer hereby grants approval of continuation of existing consultant agreements on CCEVS/NIAP work for NSA if NSA wishes to do so.
Sample 1
Transition of Customers. Upon the expiration, or a termination, of this Agreement under Section II or Section 4.9.2 of this Agreement, or at any other time upon Sprint's written request, and in each case only if Sprint has paid all prior undisputed balances involving charges set forth in this Agreement (net of amounts that Z-Tel owes to Sprint, such as Receipt Credits and Use Stimulation Credits), Sprint may cause a transition (a "TRANSITION") of LW Based Services and OSS Services (the process of moving, the "TRANSITION SERVICE") from Z-Tel or a Z-Tel third party service provider to: (a) a Sprint Owned Affiliate, (b) a third party service provider that Sprint selects (each of (a) and (b), a "SPRINT DESIGNATED PROVIDER"), or (c) directly to Sprint.
Sample 1
Transition of Customers. Seller and Singer shall take commercially reasonable efforts to ensure the smooth transition of Customers have entered into a transition services agreement (the “TSA”) to further evidence the obligation of Seller and Singer to provide transition services to Purchaser.
Sample 1
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Transition of Customers. The Parties shall mutually and reasonably cooperate, employing their commercially reasonable best efforts, to transition the assigned customers to Buyer. Specifically, for a period of sixty (60) days after Closing, Seller shall use its best efforts to effect arrangements to route all incoming customer inquiries, whether via phone, fax or email, related to Wintel Products business, to Buyer. Additionally, within said sixty (60) days after Closing, Seller shall permanently assign and transfer over to Buyer its toll free number: 1-800-752-1109. Through calendax 0000, Xxxxx shall forward and/or provide details to Seller of any calls it receives on this number except for calls which relate exclusively to Wintel Products. Further, and in contemplation that during the transition period some purchase orders and payments will need to be made employing the name "Super PC", Seller shall endorse over to Buyer all checks and other payment items payable to the name "Super PC" for Buyer fulfilled orders. If these checks and other payment items for Buyer fulfilled orders but payable to the name "Super PC" are received by Buyer and Buyer desires to expedite the negotiation of such checks and other payment items, it shall fax to Seller copies of such checks and other payment items with sales orders/other supporting materials evidencing that they were in payment of Buyer fulfilled orders, and unless Seller objects by fax or other writing within two (2) business days, Buyer shall have a limited power of attorney to endorse theses checks and other payment items. Further, Buyer shall have a limited right of usage of the trade name "Super PC " for purposes of effectively invoicing the assigned customers for Buyer fulfilled orders employing the name "Super PC ". In all cases, however, all payments and receivables on orders taken and fulfilled by Buyer shall be and remain for all purposes Buyer's receivables only. If Buyer receives any checks or other payments for orders taken and fulfilled by Seller, it shall deliver such checks and other payments to Seller and shall endorse over to Seller any such checks payable to Buyer. If these checks and other payment items for Seller fulfilled orders but payable to the name " Silicon Mountain Memory" are received by Seller and Seller desires to expedite the negotiation of such checks and other payment items, it shall fax to Buyer copies of such checks and other payment items with sales orders/other supporting materials evidencing that they ...
Sample 1
Transition of Customers. Each Seller that has been actively involved in the Business through the date of this Agreement (other than Xxxxx X. Xxxxx XX) shall use reasonable commercial efforts to insure that all of Bekins present customers continue to utilize Bekins trucking, distribution and shipping services (together, the "Services"); PROVIDED, HOWEVER, that such -------- ------- Sellers shall not be liable for the failure of any of customers to continue their utilization of the Services after the Closing Date.
Sample 1

Related to Transition of Customers

  • Solicitation of Customers During the periods in which the provisions of Section 8(a) shall be in effect, the Executive, directly or indirectly, will not seek nor accept Prohibited Business from any Customer (as defined below) on behalf of any enterprise or business other than the Company, refer Prohibited Business from any Customer to any enterprise or business other than the Company or receive commissions based on sales or otherwise relating to the Prohibited Business from any Customer, or any enterprise or business other than the Company. For purposes of this Agreement, the term “Customer” means any person, firm, corporation, partnership, limited liability company, association or other entity to which the Company or any of its affiliates sold or provided goods or services during the 24-month period prior to the time at which any determination is required to be made as to whether any such person, firm, corporation, partnership, limited liability company, association or other entity is a Customer, or who or which was approached by or who or which has approached an employee of the Company for the purpose of soliciting business from the Company or the third party, as the case may be. Provided, however, the goods or services must be competitive in some respect to the Company’s business during such time.

  • Nonsolicitation of Customers You shall not, while employed by Donnelley and for a period of 18 months from the date of Separation from Service with Donnelley for any reason, including your Separation from Service initiated by Donnelley with or without Cause, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity, solicit or provide services which are the same as or similar to the services Donnelley provided or offered while you were employed by Donnelley to any customer or prospective customer of Donnelley (i) with whom you had direct contact in the course of your employment with Donnelley or about whom you learned confidential information as a result of your employment with Donnelley or (ii) with whom any person over whom you had supervisory authority at any time had direct contact during the course of his or her employment with Donnelley or about whom such person learned confidential information as a result of his or her employment with Donnelley.

  • Non-Solicitation of Customers and Suppliers Each Subject Party agrees that, during the Restricted Period, such Subject Party will not, without the prior written consent of Parent (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Date.

  • Protection of Customer Data The Supplier shall not delete or remove any proprietary notices contained within or relating to the Customer Data. The Supplier shall not store, copy, disclose, or use the Customer Data except as necessary for the performance by the Supplier of its obligations under this Call Off Contract or as otherwise Approved by the Customer. To the extent that the Customer Data is held and/or Processed by the Supplier, the Supplier shall supply that Customer Data to the Customer as requested by the Customer and in the format (if any) specified by the Customer in the Call Off Order Form and, in any event, as specified by the Customer from time to time in writing. The Supplier shall take responsibility for preserving the integrity of Customer Data and preventing the corruption or loss of Customer Data. The Supplier shall perform secure back-ups of all Customer Data and shall ensure that up-to-date back-ups are stored off-site at an Approved location in accordance with any BCDR Plan or otherwise. The Supplier shall ensure that such back-ups are available to the Customer (or to such other person as the Customer may direct) at all times upon request and are delivered to the Customer at no less than six (6) Monthly intervals (or such other intervals as may be agreed in writing between the Parties). The Supplier shall ensure that any system on which the Supplier holds any Customer Data, including back-up data, is a secure system that complies with the Security Policy and the Security Management Plan (if any). If at any time the Supplier suspects or has reason to believe that the Customer Data is corrupted, lost or sufficiently degraded in any way for any reason, then the Supplier shall notify the Customer immediately and inform the Customer of the remedial action the Supplier proposes to take. If the Customer Data is corrupted, lost or sufficiently degraded as a result of a Default so as to be unusable, the Supplier may: require the Supplier (at the Supplier's expense) to restore or procure the restoration of Customer Data to the extent and in accordance with the requirements specified in Call Off Schedule 8 (Business Continuity and Disaster Recovery) or as otherwise required by the Customer, and the Supplier shall do so as soon as practicable but not later than five (5) Working Days from the date of receipt of the Customer’s notice; and/or itself restore or procure the restoration of Customer Data, and shall be repaid by the Supplier any reasonable expenses incurred in doing so to the extent and in accordance with the requirements specified in Call Off Schedule 8 (Business Continuity and Disaster Recovery) or as otherwise required by the Customer.

  • Processing of Customer Personal Data 3.1 UKG will: 3.1.1 comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and 3.1.2 not Process Customer Personal Data other than for the purpose, and in accordance with, the relevant Customer’s instructions as documented in the Agreement and this DPA, unless Processing is required by the Data Protection Laws to which the relevant UKG Processor is subject, in which case UKG to the extent permitted by the Data Protection Laws, will inform Customer of that legal requirement before the Processing of that Customer Personal Data. 3.2 Customer hereby: 3.2.1 instructs UKG (and authorizes UKG to instruct each Subprocessor) to: (a) Process Customer Personal Data; and (b) in particular, transfer Customer Personal Data to any country or territory subject to the provisions of this DPA, in each case as reasonably necessary for the provision of the Services and consistent with the Agreement. 3.2.2 warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give the instructions set out in Section 3.2.1 on behalf of each relevant Customer Affiliate; and 3.2.3 warrants and represents that it has all necessary rights in relation to the Customer Personal Data and/or has collected all necessary consents from Data Subjects to Process Customer Personal Data to the extent required by Applicable Law. 3.3 Schedule 1 to this DPA sets out certain information regarding UKG’s Processing of Customer Personal Data as required by Article 28(3) of the GDPR (and equivalent requirements of other Data Protection Laws).

  • Non-Solicitation of Customers and Employees The Executive agrees that during the Term and for a period of two (2) years following the Termination of the Executive’s Employment, the Executive shall not, directly or indirectly, individually or jointly, (i) solicit in any manner, seek to obtain or service, or accept the business of any Customer for any product or service of the type offered by the Employer or competitive with the Company’s Business, (ii) solicit in any manner, seek to obtain or service, or accept the business of any Prospective Customer for any product or service of the type offered by the Employer or otherwise competitive with the Company’s Business, (iii) request or advise any Customer, Prospective Customer, or supplier of the Employer to terminate, reduce, limit, or change its business or relationship with the Employer, or (iv) induce, request, or attempt to influence any employee of the Employer to terminate his employment with the Employer.

  • Non-Solicitation of Customers The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, solicit or attempt to solicit (i) any party who is a customer or client of the Company or its subsidiaries, who was a customer or client of the Company or its subsidiaries at any time during the twelve (12) month period immediately prior to the date the Executive's employment terminates or who is a prospective customer or client that has been identified and targeted by the Company or its subsidiaries for the purpose of marketing, selling or providing to any such party any services or products offered by or available from the Company or its subsidiaries, or (ii) any supplier or vendor to the Company or any subsidiary to terminate, reduce or alter negatively its relationship with the Company or any subsidiary or in any manner interfere with any agreement or contract between the Company or any subsidiary and such supplier or vendor.

  • Use of Customer Name Contractor may use County’s name without County’s prior written consent only in Contractor’s customer lists. Any other use of County’s name by Contractor must have the prior written consent of County.

  • Definition of Customer Information Any Customer Information will remain the sole and exclusive property of the Trust. “Customer Information” shall mean all non-public, personally identifiable information as defined by Xxxxx-Xxxxx-Xxxxxx Act of 1999, as amended, and its implementing regulations (e.g., SEC Regulation S-P and Federal Reserve Board Regulation P) (collectively, the “GLB Act”).

  • Return of Customer Data Okta shall return Customer Data to Customer and, to the extent allowed by applicable law, delete Customer Data in accordance with the procedures and time periods specified in the Trust & Compliance Documentation, unless the retention of the data is requested from Okta according to mandatory statutory laws.

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