Common use of Provision of the Transition Services Clause in Contracts

Provision of the Transition Services. Buyer warrants that it will perform the Seller Transition Services in a professional and workmanlike manner and, where applicable, Buyer shall use reasonable efforts to perform the Seller Transition Services in accordance with Seller’s past practices and standard operating procedures prior to the Closing, provided, however, that Buyer shall not be obligated to hire additional personnel or engage any outside contractors or external resources to perform any requested Seller Transition Service. If Seller requests Seller Transition Services that would require Buyer to hire additional personnel or engage any outside contractors or external resources for performance of such services, Buyer will promptly notify Seller and, absent agreement otherwise by the Parties, the requested services will not be provided. Buyer’s provision of the Seller Transition Services during the Seller Transition Period shall not confer upon Buyer, or imply or be construed as vesting in Buyer, any ownership or management rights with respect to the Excluded Assets, and Seller shall at all times be the owner of the Excluded Assets with all the rights of, and responsibility for, the management and ownership of the Excluded Assets and all activities ancillary or incident thereto.

Provision of the Transition Services. Buyer Seller warrants that it will perform the Seller Buyer Transition Services in a professional and workmanlike manner and, where applicable, Buyer Seller shall use reasonable efforts to perform the Seller Buyer Transition Services Service in accordance with Seller’s past practices and standard operating procedures prior to the Closing, provided, however, that Buyer Seller shall not be obligated to hire additional personnel employees or engage any outside contractors or external resources to perform any requested Seller Buyer Transition Service. If Seller Buyer requests Seller Buyer Transition Services that would require Buyer Seller to hire additional personnel employees or engage any outside contractors or external resources for performance of such services, Buyer Seller will promptly notify Buyer and the Parties will discuss in good faith terms under which Seller andshall provide such Buyer Transition Services, provided, that absent agreement otherwise by the Parties, the requested services will not be provided. BuyerSeller’s provision of the Seller Buyer Transition Services during the Seller Buyer Transition Period shall not confer upon BuyerSeller, or imply or be construed as vesting in BuyerSeller, any ownership or management rights with respect to the Excluded Purchased Assets, and Seller and, subject to the Asset Purchase Agreement as amended by that certain Letter Agreement between the Parties with respect to certain Florida regulatory matters, Buyer shall at all times after the Effective Time be the owner of the Excluded Purchased Assets with all the rights of, and responsibility for, the management and ownership of the Excluded Purchased Assets and all activities ancillary or incident thereto.