Business Transition Sample Clauses

Business Transition. As soon as practicable after the Closing Date, the Buyer will apply for applicable state pharmacy and DEA licenses along with any other permits or licenses required by state or local regulations, and obtain agreements with third party payers necessary to collect reimbursement for prescriptions dispensed and associated fees. On the Closing Date, the Seller and the Buyer will enter into a Transition Agreement (the “Transition Agreement”), to allow the Buyer to operate the Business after the Closing Date under the Seller’s permits and licenses after the Time of Transfer until the Buyer obtains all necessary permits and licenses.

Business Transition. (a) Each month, GTR receives a net payment from or makes a payment to its ceding insurers which are Affiliates of Buyer which represents its share of premiums received in the second preceding month, less certain expenses and reserve adjustments established by such ceding insurers. Following the Closing, Buyer shall pay or cause to be paid promptly to Seller in cash an amount equal to the foregoing net payment received for all months prior to Closing and for the month in which Closing occurs. If instead GTR is required to make a payment to such ceding insurers following the Closing in respect of any month prior to Closing or the month in which the Closing occurs, Seller shall promptly reimburse GTR in cash for the amount thereof. Seller shall have the right to reasonable access to the books and records of Buyer and its Affiliates to the extent reasonably required by Seller to determine the amount of payments required pursuant to this Section 4.15(a); provided that (i) Seller shall provide at least 5 Business Days prior written notice to Buyer, (ii) neither Buyer nor its Affiliates shall be required to furnish any access, information or documents or take any other action that Buyer determines could adversely affect the ability to effectively assert attorney-client, attorney work product or other privilege, and (iii) neither Buyer nor any Affiliate shall be required to supply any information which, in Buyer’s reasonable judgment, such Person is under a contractual or legal obligation not to supply or which is a trade secret or commercially sensitive. (b) Following the Closing, (i) Seller shall be entitled to all commission or other amounts of agent compensation with respect to direct ▇▇▇▇ voluntary products payable to GTIA by Insurance Carrier Clients or other unaffiliated producers received prior to the start of the second full month after Closing, and (ii) Seller shall be required to repay such commission or compensation to GTIA to the extent any such commission or compensation is required to be returned as result of the cancellation of such direct ▇▇▇▇ voluntary products. If either party or its Affiliate receives a payment to which the other is entitled under this Section 4.15(b), it shall promptly pay or cause to be paid over to the other party such amount in accordance herewith. (c) In the event that the Closing does not occur on the last day of a calendar month, then the amounts described in Section 4.15(a) (which is intended to take account of the fact...

Business Transition. You will not be required to report to your Company office or perform your management duties after October 5, 2005 although you may be required to render services as requested to ensure a smooth business transition between October 5, 2005 and December 31, 2005. You will resign from your officer positions effective October 5, 2005 and will fulfill all reporting obligations through October 5, 2005. After your Separation Date, should the Company require further transition services, the Company will compensate you for your time at a rate of $200.00 per hour, or a daily rate of $1,000.00 if you exceed 4 hours per day, and the Company agrees to reimburse you for any reasonable expenses incurred such as meals or travel in association therewith so long as the Company has approved them prior to being incurred. As part of your transition services before and after the Separation Date, you agree, at the request of the Company’s counsel, to prepare for and provide testimony at trial or deposition in any litigation in which the Company is involved. Your employment, retention and compensation under this Letter Agreement will not be dependent on the outcome of any litigation or the content of any testimony that you provide therein (other than the truthfulness thereof).

Business Transition. You will not be required to report to your Company office or perform your management duties after August 28, 2002 ("Separation Date") although you may be required to render services as requested to ensure a smooth business transition between August 28 and January 31, 2003. After your Separation Date, you agree to cooperate whenever needed in the preparation for and/or defense of any litigation in which the Company is involved.

Business Transition. You agree to cooperate fully to ensure a smooth transition. As part of your transition services before and after the Separation Date, you agree, at the request of the Company’s counsel, to prepare for, and provide testimony at trial or deposition in any litigation in which the Company or any of its Affiliates are involved. Your employment, retention and compensation under this Letter Agreement will not be dependent on the outcome of any litigation or the content of any testimony that you provide therein (other than the truthfulness thereof).

Business Transition a. Upon Closing, and ending upon the expiration of three (3) months thereafter, Seller shall exert its best efforts to (i) refer all customers under the Assigned Contracts to Purchaser that contact the Seller following the Closing Date, (ii) provide commercially reasonable assistance to Purchaser in connection with the transition to Purchaser of customer billing, Accounts Receivable, customer deposits, security deposits, employee and such other office and administrative matters relating to the operation of the Business as Purchaser reasonably requests for the purposes of achieving an orderly and successful transition thereof to Purchaser, and (iii) promptly furnish to Seller all enquiries or other sales leads for exclusively ISP services that Seller receives, not involving other businesses in which Seller or its affiliates are involved. b. Following Closing, Seller shall cooperate with Purchaser, execute such documents and instruments, and take such other actions as are reasonably requested by Purchaser to effectuate a smooth transition of the Business. c. Purchaser shall not offer employment to any employee of Seller except those employees identified in Schedule 1.05(c).

Business Transition. Seller shall use its best efforts prior to closing and for a period of 6 months thereafter to encourage existing customers of the bank to maintain their deposits and loans with Purchaser.

Business Transition. Before Closing Date, Seller shall use its best efforts to transfer the all business relationship of its existing clients (specified in Exhibit D) to Buyer, including but not limited to arrange the meetings with such clients, assign the contract and purchase order, transfer the business information (including but not limited to specifications, b▇▇▇ of materials, working orders, sales records, sales forecasts and other relevant information requested by Buyer).

Business Transition. 3M shall make the following reasonable efforts to arrange for the transition to CNS of its business relationships concerning nasal dilators and of its sales and distribution of nasal dilators. To that end, 3M shall perform the following: a) Provide to 3M's customers, and others assisting 3M in distributing nasal dilators, a written communication concerning the transfer of the nasal dilator business from 3M to CNS. The communication shall be in the form of a letter, the text of which shall be prepared by 3M and approved by CNS. CNS will not withhold its approval unreasonably. The letter will be sent by March 1, 2000 and will state that after June 30, 2000, Breathe Right(R) nasal dilators, or whatever nasal dilator strips are being sold by 3M to customers, shall thereafter be available from 3M's former licensor, CNS, and its distributor specified by CNS. b) Provide to CNS by January 1, 2000, 3M's customer lists and a two year sales history ending September 30, 1999. 3M will not be obligated to provide such customer lists and sales history if, prior to January 1, 2000, CNS announces an intent to be acquired or is acquired by a competitor of any of 3M's First Aid Dressing and First Aid Supplies businesses.