Transitional Operation Sample Clauses

Transitional Operation. ASM GLOBAL shall cooperate with the City and any subsequent firm (including the City) in maintaining and transferring service responsibility. Unless otherwise agreed in writing between the parties, ASM GLOBAL shall continue to be bound by all the terms, conditions, and obligations of this Agreement during any Transitional Operation. Transitional Operation shall not extend for more than 90 days unless otherwise agreed in writing between the parties. ASM GLOBAL may take reasonable precautions during the Transitional Operation to secure against unwarranted disclosure or use of any proprietary information of ASM GLOBAL, including without limitation any manuals and software programs of ASM GLOBAL, to or by the City or any subsequent management firm.

Transitional Operation. During the First Extension Period and the Second Extension Period, a representative of Buyer shall be appointed to a non-compensated senior management position of Seller to participate in all major management decisions for the operation of the College, but without any authority to veto any decision or to bind Seller to any agreement, whether in writing or otherwise. In addition, during the First Extension Period or the Second Extension Period, Buyer shall have the right to designate and have present on the Campus, a transition team of up to five (5) representatives, (with relevant higher education professional experience and knowledge), at Buyer’s sole expense, to observe, learn and be prepared post- Closing to assume the operations of the College. Seller shall cooperate with Buyer’s representatives in the exercise of said rights in the form of interviews, questions & answers, instructions and training, provided however that the presence of Buyer’s representatives shall not disrupt Seller’s normal operations. As a condition to this Section, (i) the management appointee and the 5 representatives shall be employees or consultants designated by Buyer and shall not be considered as employees of Seller (ii) each of the 5 representatives shall sign Seller’s confidentiality and non-disclosure agreement; and (iii) Buyer shall provide proof of liability insurance, and naming Seller as an additional insured, along with proof of other insurance as required by Law. Buyer shall provide Seller with a summary of the types and limits of its insurance coverage and Seller and Buyer shall agree on the adequacy of such insurance. Nothing stated herein provides for Buyer Parties’ representatives to, and they shall not, participate directly or indirectly in any action which directs, affects, or immediately controls any employee of Seller. 4.4.1 过渡运营。首次延长期限和第二次延长期限之间，应任命一名买方代表担任卖方的无偿高管职位，就学院运营事宜，参与所有重大管理决定，但没有权力否决任何决定或以任何协议约束卖方，无论是以书面还是其他形式。此外，首次延长期间或第二次延长期间，买方应有权在校园内指定一个最多五（5）名代表的过渡团队（拥有相关高等教育职业经验和知识），费用由买方自行承担，该团队观察、学习和做好准备，在交割后负 责学院的运营。卖方应与买方代表合作，行使上述权利，方式包括访谈、问答、指示和培训，但是买方代表不得干扰卖方的正常运营。作为本节的条件之一：(i)管理层被任命人和 5 名代表应为买方指定的员工或顾问，不得被视为卖方员工；(ii)5 名代表应分别与卖方签订保密协议；以及(iii)买方应提供责任险证明，指定卖方为额外被保险人，以及法律要求的其他保险证明。买方应向卖方提供一份保险类型和限额总结，买卖双方应就该保险的充足性达成一致。本协议任何内容均不要求买方代表且买方代表亦被禁止直接或间接参与指示、影响或直接控制任何卖方员工的任何行动。 4.4.2. Operating Support. 4.4.2 营 运 资 助 款 。 (a) During the First Extension Period and the Second Extension Period, Buyer shall agree to contribute Operating Support to the College’s operat...