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TSA Exit Sample Clauses

TSA Exit. 6.6.1 The Parties acknowledge and agree that the Services to be provided hereunder are transitional in nature and are intended to provide Organon with reasonable time to develop the internal resources and capacities (or to arrange for Third Parties) to provide such Services. Accordingly, at all times from and after the Effective Date, Organon shall use Commercially Reasonable Efforts to make or obtain approvals, permits or licenses, implement any necessary systems, hire and train required employees or contractors, put in place agreements with Third Parties, and take, or cause to be taken, any and all other actions necessary or advisable so as to render receipt of the Services from Merck no longer necessary. 6.6.2 In the event and to the extent a plan for each TSA Exit has not been developed or finalized by Organon prior to the Effective Date, then, unless the timing is otherwise set forth in the applicable section of the Transition Services Schedule, no later than six (6) months prior to each planned Service Termination Date in the Transition Services Schedule, Organon shall prepare a plan for the TSA Exit, which plan shall be provided to Merck for its review and, for any TSA Exit plan that includes requested support from Merck, its consent. Organon will have the sole, full responsibility for planning and, unless otherwise agreed to by the Parties in accordance with Section 3.2.9, carrying out the TSA Exits prior to the expiration of the applicable Service Termination Date specified in the applicable section of the Transition Services Schedule, and in no event will Merck be required to transfer or assign any contracts or agreements to Organon in connection with the expiration or termination of any Service or otherwise. 6.6.3 Organon functional representatives shall periodically and on a regularly scheduled basis, at minimum quarterly unless otherwise agreed by the Parties, deliver to Merck functional representatives a detailed written work plan describing its progress with respect to the TSA Exits and such plan and the progress against such plan shall be discussed by the functional representatives and/or Transition Managers in accordance with Section 5. Such written work plan shall address the following with respect to each of the Services: (i) phases of implementation, if applicable; (ii) any applicable milestones and expected Service Termination Date for a Service; and (iii) expected Merck involvement, as applicable and subject to Section 3.2.9.
Sample 1Sample 2
TSA Exit. Unless otherwise specified, the exit method for a given set of services will be data migration to the Company’s platform.
Sample 1
TSA Exit. The parties shall act in good faith and cooperate in facilitating the Service Recipient's exit from each Transitional Service Agreement service (each, a "TSA Exit"), including support from Service Provider to deliver all applicable historical data (including business records and electronic data) in accordance with agreed upon Data Migration Requirements.‌ • The Service Provider shall ensure that appropriate handover measures are taken and Service Recipient staff are trained so that the Service Recipient can smoothly exit the Transitional Services and transition to its own service arrangements. • The Service Provider shall continue to provide support through responding to ad-hoc queries and requests for a period of no less than twelve (12) months after the expiry of the Transitional Services terms.‌ • Each party should bear its own costs for the development and execution of the plans for the Transitional Service Agreement exit (including e.g. migration of data). Any costs related to the wind down of IT, data, processes and services that may become redundant following the expiry of the relevant Transitional Service shall be borne by the Service Provider.
Sample 1

Related to TSA Exit

  • Divestitures Except to the extent prohibited by applicable Laws, if any BTC Recipient relinquishes Control of all or part of a business unit, or a particular function or facility of any BTC Recipient after the Effective Date (each, a “Divested Entity”), then at the request of such BTC Recipient, State Street will continue to provide the Services, including Disengagement Assistance to such Divested Entity for a period of time BTC requests, which period will not extend beyond the earlier to occur of: (a) 24 months after such entity becomes a Divested Entity; or (b) the end of the period during which State Street is required to provide Disengagement Assistance under this Agreement, at the rates and in accordance with the terms and conditions set forth in the applicable Service Modules; provided, that, such Divested Entity agrees in writing with State Street to abide by the terms and conditions of the applicable Service Module and any applicable provisions of this Agreement. The applicable BTC Recipient shall remain primarily liable for the obligations of the Divested Entity under the applicable Service Modules.

  • Divestiture If Grantee’s employment with the Company or a Subsidiary terminates as the result of a divestiture, then the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto shall become nonforfeitable in accordance with the terms and conditions of Section 1(a) as if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the fifth anniversary of the Date of Grant or the occurrence of a circumstance referenced in Section 2(a) or 2(b), whichever occurs first. For the purposes of this Agreement, the term “divestiture” shall mean a permanent disposition to a Person other than the Company or any Subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantee’s services whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise.

  • Recurring Transactions If you intend to use the Card for recurring transactions, you should monitor your balance and ensure you have funds available in your Card Account to cover the transactions. “Recurring Transactions” are transactions that are authorized in advance by you to be charged to your Card at substantially regular intervals. If these Recurring Transactions may vary in amount, the person you are going to pay should tell you, 10 days before each payment, when it will be made and how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) If you have told us in advance to make Recurring Transactions from your Card Account, you can stop the payment by calling us at 0-000-000-0000 or writing us at 0000 X. Xxxxxxxxxx Xxxxx, Xxxx# 000, Xxxxx Xxxxxx, XX 00000xx time for us to receive your request at least three (3) business days before the scheduled date of the payment. If you call, we also may require you to put your request in writing and get it to us within fourteen (14) days after you call. If you order us to stop one of these payments three (3) business days or more before the transfer is scheduled, and we do not do so, we may be liable for your losses or damages. If you have authorized a merchant to make the recurring payment, you should also contact the applicable merchant in order to stop the transaction.

  • No Change in Business The Issuer covenants that it shall not make any change in the character of its business.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Shift Change Where employees are assigned mid-week to work a non-day shift (whether due to emergencies or a shift change) and as a result lose a shift in the regular work week, such employees will be paid six (6) hours for such loss of earnings.

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

  • Outsourcing 28.1. The Company provides its Clients with trading services using an internet based trading system. The Company has outsourced the development, physical hosting, maintenance and updating of its online Trading Platform to a foreign entity. The Company’s Clients will not have any direct contact with this entity and the Company will take all reasonable steps to ensure the security of all the data regarding the identity of its Clients. The Client hereby acknowledges and accepts the fact that the Company outsources such activities.

  • Disposition Services The Manager shall: (i) evaluate and approve potential asset dispositions, sales, or liquidity transactions; and (ii) structure and negotiate the terms and conditions of transactions pursuant to which the assets of the Company may be sold.

Most Referenced Clauses

Most Referenced Definitions