Transition of Service. (a) SES reserves the right to transition Service to (i) a Replacement Satellite, (ii) an Alternative Satellite, (iii) the Satellite at another orbital location, or (iv) a Collocated Transponder, provided that (A) Service as transitioned will continue to provide *** to support Service as existing prior to transition, (B) SES provides Customer with not less than *** advance notice of a planned transition of Service, to the extent reasonably foreseeable, (C) in the case of a planned transition to an Alternative Satellite, SES provides a reasonable period (not to exceed ***) during which Service will be available on the Satellite and the Alternative Satellite (unless the Satellite is not available as a result of service problems), and (D) subject to Customer’s ability to defer such transition due to regulatory restrictions (which Customer agrees to address in good faith as soon as reasonably practical) any transition of Service occurring pursuant to this Section 8 shall not take more than *** to complete.
(b) In the event of a transition of Service, the Replacement Satellite, the Alternative Satellite, the *** Confidential treatment requested. SES PROPRIETARY AND CONFIDENTIAL Page 3 Customer initials: _____ SES initials: _____ Satellite at another orbital location, or the Satellite on which the Collocated Transponder is located, as the case may be, will become the Satellite for purposes of the Agreement and the Service Specifications will be modified accordingly. Customer shall transition Service in accordance with a transition plan to be provided to Customer by SES and shall follow SES’s instructions with respect to the implementation of such transition plan.
(c) Notwithstanding the foregoing, SES understands and acknowledges that Customer’s use of the Service includes the provision of IFEC solutions to end-user consumers in an onboard, commercial aircraft environment. SES understands and acknowledges the unique nature of this offering and the importance of providing uninterrupted Service to Customer at all times. As such, SES agrees to use commercially reasonable efforts to ensure that (i) any transition undertaken pursuant to this Section 8 shall not impair Customer’s intended use of the Service, and (ii) the Service shall at all times be provided in accordance with the Service Specifications contained in the relevant Service Order. To the extent that Service is impaired or fails to meet the required Service Specifications as the result of such transition, ...
Transition of Service. SES reserves the right to transition Service to (i) [***].
Transition of Service. Notwithstanding anything to the contrary in this Agreement, upon termination of this Agreement, Ubiquity will cooperate with Client and use commercially reasonable efforts to assist in the transition of the Services to Client or to a third party at Client’s discretion for a period of ninety 90 days after termination.
Transition of Service. OUC’s obligation to provide services to COVB under the OUC-COVB PPA shall end at 11:59 p.m., Eastern Prevailing Time, on the Termination and Waiver Date (the “Cut-Off Time”).1 COVB hereby acknowledges that OUC shall have no obligation to furnish to COVB energy, capacity or ancillary services following the Cut-Off Time.
Transition of Service. The parties hereto acknowledge and agree that (i) Stock’s role as Chief Executive Officer with the Company will be transitioned to a consultant role effective as of the Effective Date and (ii) Stock shall resign all positions as an officer, director or otherwise with the Company or any of the other Cinemark Companies effective as of the Execution Date.
Transition of Service. The parties agree that, subject to the following service transition plan, Vista shall be responsible for equipment service of all Vista Systems and systems which have been placed by Medtronic or MSD.
a. EXHIBIT C lists the Customers who purchased Vista Systems from Medtronic or MSD whose products are currently subject to warranty or service agreement obligations.
b. For Customers and anyone who purchases Vista Systems after the date of this Transition Agreement, Medtronic will continue to provide service with personnel in its employ as of the Effective Date until Vista assumes responsibility for the service, but in no event longer than for three (3) months from the Effective Date. Medtronic shall not be required to hire additional personnel to provide this service if personnel employed as of the Effective Date voluntarily leave the employment of Medtronic or are otherwise available for direct hire by Vista. Medtronic will be responsible for the cost of such service until April 1, 2000. After April 1, 2000, if Medtronic is still providing such service, Vista will reimburse Medtronic for the costs of providing service incurred by Medtronic.
c. For a total fee of Twelve Thousand Dollars ($12,000), inclusive of reasonable travel expenses, payable in advance, Medtronic will make the services of Xxxxxxxx Xxxxxxxxx available to Vista from the date of this Transition Agreement through April 30, 2000, for the purpose of providing product service to purchasers of Vista Systems.
d. To the extent Medtronic is a party to maintenance, lease, or Master Usage Agreements with Customers, Medtronic and Vista agree to use their best efforts to have such agreements assigned to Vista by Medtronic and obtain Customer consent where required. If Customer consent is obtained, Medtronic's interest, if any, in that Customer's equipment (the "Transferred Equipment") will be transferred to Vista and the Customer will pay all subsequent fees to Vista. As long as Vista continues to receive revenue from or in connection with the Transferred Equipment sufficient to cover its actual costs of providing the service on that Transferred Equipment (whether from the Customer or otherwise), Vista will reimburse Medtronic for Medtronic's unamortized book value in the Transferred Equipment as of the transfer date, if any, which reimbursement will be made on a monthly basis depreciating the value on a straight line basis over what would be the remaining term of the Customer agreement. If any required...
Transition of Service. Upon expiration or earlier termination of this Contract or any services provided hereunder, Saber shall accomplish a complete transition of the services, including architecture, licenses, State-owned hardware and software, database, application development tools, application testing, training, and help desk from Saber to the State, or to any replacement provider designated by the State. Saber shall cooperate fully with the State and such replacement provider and promptly take all steps required to assist in effecting a complete transition.
Transition of Service. As of the Effective Date, Bxxxxxxx resigns as President and Chief Executive Officer of the Company; however, the Company has asked Bxxxxxxx, and Bxxxxxxx has agreed, to continue his employment in a new capacity through the conclusion of a transition period (the “Transition Period”), as described in Section 2 below. Bxxxxxxx’x final day of employment at the conclusion of the Transition Period shall be December 31, 2019 (the “Separation Date”).
a. This Agreement confirms Bxxxxxxx’x voluntary irrevocable resignation as President and Chief Executive Officer of the Company and as a member of the Board of Directors, and from any and all other executive and director positions he holds with the Company and any and all of the Company’s subsidiaries and other affiliates (the “Other Positions”), which resignation shall become effective on the Effective Date. The Company hereby agrees to waive any requirement of written notice as otherwise required under the Executive Employment Agreement between Bxxxxxxx and the Company dated July 2007 (the “Employment Agreement”).
b. Prior to the commencement of the Transition Period, Bxxxxxxx shall continue to serve in his positions as President and Chief Executive Officer of the Company, as well as in the Other Positions, under the terms and conditions of the Employment Agreement. Notwithstanding the immediately preceding sentence or any other provision hereof, the Board may reassign and delegate any or all of Bxxxxxxx’x responsibilities to one or more other individuals (each, an “Interim Delegate”), to be performed by him or her in lieu of by Bxxxxxxx. For the avoidance of doubt, neither such a reassignment or delegation of a responsibility to an Interim Delegate, nor any performance thereof by such Interim Delegate, shall constitute a termination for Good Reason (as defined in Section 1.6 of the Employment Agreement) under Section 4.4 of the Employment Agreement.
c. The Company shall reimburse Bxxxxxxx his actual attorney fees incurred in negotiation of this Agreement, not to exceed $10,000.
Transition of Service. The Contractor shall take all actions necessary to ensure a smooth transition of operations at the beginning and end of the contract, to include termination or normal expiration of the contract. Coordination and cooperation with the predecessor/successor contractors and/or Government activities are essential to ensure an orderly and efficient transition of services. Problems encountered in the transition of operations shall be reported to the CO. The Contractor shall provide to the CO a transition plan to ensure the efficient and thorough transfer of data from predecessor contractors and or Government operations. The plan shall be provided to the CO a minimum of 90 calendar days prior to the last day of the previous contract period and shall identify the nature and extent of the transition activities required and the time frame for accomplishing each activity. If the Contractor is involved in disaster response at the time the contract ends, the Contractor shall accept movement orders for shipment up to the last day of the contract and is responsible to complete the shipments. The Contractor may request that the last day be advanced to accommodate transition between the Contractor and its successor, subject to joint agreement between the CO and all other parties. Unless otherwise specified, the contractor shall provide to the successor contractor or to the Government, paper and electronic copies of shipment information for all undelivered shipments on or before the contract expiration date. The transfer of these files shall be coordinated through the COR.
Transition of Service. The parties hereto acknowledge and agree that (i) Warner’s role as Vice Chairman with the Company will be transitioned to a consultant role effective as of the Effective Date and (ii) Warner shall resign all positions as an officer and director with the Company or any of the other Cinemark Companies effective as of the Effective Date.
