Transition Rights Sample Clauses

Transition Rights. ‌ In the event Avancie terminates this Agreement pursuant to the terms of this Agreement, and provided Customer has paid all undisputed amounts then owing to Avancie (and is not in continuous breach of any obligations in any of Section 3 or Section 11), Avancie will provide to Customer up to three (3) months of access to Avancie’s Services at Avancie’s then current rates. At Customer’s request, Avancie may provide assistance services to Customer during this period in exporting Customer Data from Docurium. Those services beyond the scope of the Service are charged by Avancie to Customer and paid by Customer to Avancie at Avancie’s then current rates.
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Transition Rights. Upon a complete or partial termination (including expiration) of this Agreement (including any Service Addendum or Statement of Work) for any reason, MetroPCS shall have the right, for the period of time specified in the applicable Service Addendum or Statement of Work (which period shall be *** if not otherwise specified in the applicable Service Addendum or Statement of Work) (such period, the “Transition Period”) to receive the Services and all other Services reasonably necessary and appropriate to allow MetroPCS to effectuate an orderly transition to other replacement services; provided, however, that if Supplier completely or partially terminates this Agreement (including any Service Addendum or Statement of Work) following a Section 5.2(c) Event of Default, as conditions to such rights, MetroPCS must: (a) cure any payment default(s); (b) pay *** for ongoing Services (unless otherwise agreed by the parties, the amount *** will be equal to *** ; and (c) as applicable, pay *** (in accordance with the terms set forth in Article 3) any invoiced amounts *** , or receive a credit *** . Promptly following the conclusion of the Transition Period under the applicable Service Addendum, the parties shall *** during the Transition Period, and Supplier promptly shall *** , or MetroPCS shall *** in accordance with the terms set forth in Article 3. Unless specified otherwise in the applicable Service Addendum or Statement of Work, the Services provided by Supplier (through its Affiliates) during the Transition Period shall be provided at the then-applicable rates under the Agreement.
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Transition Rights. Upon a termination of this Agreement for any reason, MetroPCS shall have the right, for up to *** (the “Transition Period”): (a) to the extent that such termination results in the termination of MetroPCS’ right to use Products acquired thereunder or Software licensed thereunder, to continue using the applicable Products and Software, or any portion thereof, for the purposes set forth herein; and (b) to receive Support and Maintenance Services and all other Services reasonably necessary and appropriate to allow MetroPCS to effectuate an orderly transition to other products, software and services. If this Agreement is terminated due to the occurrence of a Supplier Event of Default, the Services provided by Supplier during the Transition Period shall be provided ***, except that Support and Maintenance Services shall be provided at ***; otherwise, the Services provided by Supplier during the Transition Period shall be provided at ***.
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Transition Rights. 19 VI. INDEMNIFICATION................................................................................20 6.1 SHOWCO AND VARI-LITE OBLIGATION TO INDEMNIFY.................................20
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Transition Rights. Showco hereby grants to Buyer an irrevocable right through and until the date that is thirty days after the Closing Date to the real property, and buildings thereon, located at 0000 Xxxxxxxxx Xxx, Xxxxxx, Xxxxx 00000 (the "Temporary Site"), for purposes of storing, having access to, and removing any assets of Clearsho located at or on the Temporary Site, such access and removal to take place during normal business hours. Buyer shall, during such thirty (30) day period, have exclusive control over access to and from the Temporary Site. Buyer shall be liable to Showco, and to other Persons, for any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs and expenses (including attorneys' fees and expenses), in each case, arising out of, relating to or in connection with, or caused by, directly or indirectly, actions taken by Buyer in the exercise of its rights under this Section 5.7, or Buyer's wilful misconduct or negligence except to the extent caused by Showco's wilful misconduct or negligence with respect to the Temporary Site, in which case Showco shall be liable to Buyer.
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Transition Rights. Upon a complete or partial termination of this Agreement and/or a Procurement Document for any reason, provided such termination results in the termination of Allegiance's right to use Products acquired thereunder, Allegiance shall have the option, for up to twelve (12) months (the "TRANSITION PERIOD"), to continue to use the applicable Product, or any portion thereof, for the purposes set forth herein. During such Transition Period, Lucent shall make available to Allegiance all Support and Maintenance Services and all other Services necessary for an orderly transition of the Product. If this Agreement and/or a Procurement Document is completely or partially terminated due to the occurrence of a Lucent Event of Default, the Services provided by Lucent during the Transition Period shall be provided at no cost. If this Agreement and/or a Procurement Document is completely or partially terminated due to the occurrence of an Allegiance Event of Default, the Services provided by Lucent during the Transition Period shall be provided at the Service Rates.
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Transition Rights. Upon issuance of a termination notice, both parties shall execute in good faith a Deconversion Agreement as early as possible, as set forth in Schedule M, that shall detail the responsibilities of each party and any resulting fees charged to Prudential relative to the assistance needed or requested by Prudential, or any representative(s), agent(s) or vendor(s) specified by Prudential in any transition of the Services to Prudential or to another vendor. Such assistance shall be provided at a reasonable rate, not to exceed the Transition Assistance hourly rate as specified in Section N.2 of Schedule N (the "Transition Assistance Hourly Rate"), by First Express commencing on the issuance of a termination notice and for a period of time at least one hundred and eighty (180) days following the effective termination date of this Agreement. In the event that Prudential requires First Express to provide additional assistance to Prudential beyond such one hundred and eighty day (180) period, First Express shall continue to provide such assistance at a reasonable rate, not to exceed the Transition Assistance Hourly Rate. Any and all payments under this Section 5.3 shall be due and payable by Prudential within forty-five (45) days after Prudential receives from First Express a valid invoice detailing the specific tasks performed by First Express, the dates and hours of such performance, and the charges associated therewith, provided that such services have been performed to Prudential's reasonable satisfaction. Upon a termination notice of this Agreement, First Express and Prudential shall take all appropriate action required by the postal authorities to effect the transition of Post Office lock box locations from those maintained by First Express to Post Office locations identified by Prudential. The parties shall cooperate with one another and the postal authorities to provide for the termination of the Post Office lock box locations used by First Express and the transfer of Remittances to the lock box locations maintained by Prudential. Until the actual termination date of this Agreement (which includes the period for Deconversion and any extensions thereto) First Express shall continue to provide and support the services established pursuant in Schedule A subject to the terms and conditions of this Agreement First Express shall remain responsible for payment to Prudential of any adjustments or penalties as a result of the resolution of such inquiries.
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Transition Rights 
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Related to Transition Rights

  • Retention Rights This Agreement and the grant evidenced hereby do not give you the right to be retained by the Company (or any Affiliate) in any capacity. Unless otherwise specified in an employment or other written agreement between the Company (or any Affiliate) and you, the Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason.

  • Termination Rights 17.1 In addition to any other termination rights it has, the Department may terminate this Contract at any time by issuing a Notice to the Training Provider. Such a termination will take effect 20 Business Days after the Notice takes effect under Clause 14.2, or at any later time specified in the Notice. 17.2 If the Department terminates this Contract under Clause 17.1, it will determine and pay: a) amounts that, in its reasonable opinion, are due and payable under Clause 8 as at the date of termination; and b) reasonable costs (but not including loss of profit or income) that, in its reasonable opinion, have been necessarily and directly incurred by the Training Provider as a result of the termination, provided that the Training Provider has, to the reasonable satisfaction of the Department: i) used its best efforts to minimise any costs arising as a result of the termination; and ii) provided adequate documentary evidence to substantiate those costs. 17.3 This Contract may be terminated at any time by written agreement between the Parties. 17.4 The Department may terminate this Contract immediately by issuing a Notice to the Training Provider if: a) the Training Provider commits a Material Breach; b) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) which cannot be remedied; c) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) and it: i) fails to commence action to remedy the breach within 10 Business Days after the Department has served a Notice requiring it to do so; or ii) having commenced action to remedy the breach, fails to complete that action as soon as possible and in any event within 20 Business Days of the Department's Notice; d) without limiting paragraphs (a) to (c), the Training Provider fails to provide some or all of the Training Services for which Funds have been claimed and/or paid or any such Training Services are not provided to a standard satisfactory to the Department; e) there has been any fraud, or the Department reasonably suspects any fraud, relating to the Training Provider or the Funds, or there has been any misappropriation of Funds by the Training Provider or any other misleading or deceptive conduct on the part of the Training Provider in connection with this Contract or the claiming, receipt or use of the Funds; f) the Training Provider’s registration as a registered training organisation under the Act or the National Act is suspended, withdrawn, cancelled or otherwise ceases; g) an Other VET Funding Arrangement Termination Event occurs;

  • Information Rights So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all communiques to the shareholders of the Company, (b) within ninety (90) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing and (c) within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company's quarterly, unaudited financial statements.

  • Union Rights Section 1 The employees and the Union, as their exclusive bargaining representative, shall have and enjoy all the rights and privileges granted to them by Act 379 of the Michigan Public Acts of 1965 as amended from time to time and by other applicable statutes now or hereafter enacted except as expressly limited by the terms of this Agreement. Section 2 The Board agrees to furnish the Union in response to reasonable requests from time to time, all available information concerning the financial resources of the District, tentative budgetary requirements and allocations and other such information as will assist the Union in developing intelligent, accurate, informed and constructive programs on behalf of the food service staff and customers, together with information which may be necessary for the Union to process any grievance or complaint. Such requests must be in writing and specifically designate the material requested. For materials not normally mass produced a reasonable cost/charge may be required. Section 3 The Union and its members shall have the right to use school building facilities at all reasonable hours for meetings, providing such use does not interfere with previous building commitments. Section 4 Duplicating machinery shall be available for Union use. Materials used solely for the benefit of the Union shall be paid for by the Union. Materials used for preparation of items of mutual and common use shall be provided without cost by the Board. Section 5 The Union shall appoint stewards and alternate stewards. No xxxxxxx or alternate, regardless of when selected, shall function as such until the Board has been notified in writing by the president of the local Union, chairperson of the unit, or an international Union or council officer of her/his election. Section 6 Stewards and their alternates and other Union officials shall be permitted to engage in contract negotiations and adjustment of grievances subject to the limitations set forth in this Agreement. Section 7 Any xxxxxxx or alternate xxxxxxx having an individual grievance in connection with her/his own work may ask that another xxxxxxx or alternate or Union official assist her/him in adjusting the grievance with her/his supervisor. Section 8 Bulletin boards shall be erected in a conspicuous place for the purpose of posting notices of Union business or activities. In no case shall obscene or scurrilous printed or written matter be placed on any bulletin board. All materials posted on bulletin boards shall indicate the organization responsible for the material and clearly indicate the author's identity. Bulletin boards used for the above purpose shall be in areas not commonly frequented by students. Section 9 All notices required to be given by this Agreement shall be sufficient if mailed to the Board by ordinary mail to such address as the Board shall direct in writing. All notices required to be given to the Union by this Agreement shall be mailed to the Union by ordinary mail, addressed to 0000 Xxxxxx Xxxx, Suite C, Flint, Michigan 48507, or to such other address as the Union shall direct in writing. All notices to be given to an employee under this Agreement shall be mailed to her/his last address recorded in the Board's office. It shall be the responsibility of employees to notify the Board and their immediate supervisor of any change of address and phone number within ten (10) days of such change. If the employee does not do this, the Board's obligation is fulfilled and shall not be a factor in a grievance.

  • Option Rights Except as provided below, the Option shall be valid for a term commencing on the Grant Date and ending 10 years after the Grant Date (the "EXPIRATION DATE").

  • Other Termination Rights This Agreement may be terminated at any time prior to the Closing by the applicable party if and to the extent permitted in Part V of Appendix B.

  • Visitation Rights At any reasonable time and from time to time, permit the Agent or any of the Lenders or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any of its Significant Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Significant Subsidiaries with any of their officers or directors and with their independent certified public accountants.

  • Anti-Dilution Rights (a) If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by the Holder upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to the Holder the shares of stock, securities, cash or property that the Holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant. (b) If, pursuant to the provisions of this paragraph 7, the Holder would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant. (c) The Company shall at any time if so requested by the Holder furnish a written summary of all adjustments made pursuant to this paragraph 7 promptly following any such request.

  • Additional Termination Rights (a) BMS has the right to terminate this License Agreement upon delivery of written notice to MPP upon the occurrence of any of the following: (i) the failure of MPP to ensure a sufficient supply of the Licensed Products in the formulations and strengths listed in Schedule A to meet substantially the needs in the Territory, other than isolated, temporary shortages of less than 90 days if such shortage is not cured (other than by means of a reallocation of Licensed Products that has the effect of creating shortage elsewhere) with 90 days after written notice to MPP by BMS; (ii) the failure of MPP to comply with BMS's reasonable requests under Sections 5(b) through (c) of this License Agreement; (iii) any failure by the MPP of ensuring compliance with relevant OFAC regulations under Section 2.8 of this License Agreement; (iv) if in the reasonable opinion of BMS, control (through ownership or otherwise) or MPP changes; (b) either of BMS and MPP will have the right to terminate any Sublicense Agreement, upon delivery of written notice to the relevant Sublicensee(s) upon the occurrence of any of the following; (i) the occurrence of any material safety issue that BMS reasonably believes makes it inadvisable to proceed or continue with the commercialization of the Licensed Product in the Territory; (ii) without prejudice to Section 2.7(c), a cross-border diversion of the Licensed Compound and/or Licensed Products whereby any Sublicensee (directly or indirectly or through a Third Party, located in or out of the Territory) uses, offers for sale, sells, has sold Licensed Compound and/or Licensed Products for use in any country outside of the Territory; (iii) any failure by the Sublicensees to comply with the quality requirements under Section 6.2 of this License Agreement; (iv) the failure by the respective Sublicensee to file for registration all of the Licensed Products in the the Territory for all of the formulation and strengths listed in Schedule A within thirty (30) months of the Effective Date of each Sublicense Agreement Agreement; (v) the occurrence of a direct or indirect change of control of Sublicensee that has not been consented to by BMS and MPP in writing; and/or (vi) in the event of any serious or intentional violation of any laws and regulations or misappropriation of a Third Party’s intellectual property rights by a Sublicensee anywhere in the world, which in BMS’s and MPP’s judgment, may reflect unfavorably on BMS, MPP, their reputation or the Licensed Products.

  • Inspection Rights Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

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