Provision of Transition Services Sample Clauses
The Provision of Transition Services clause outlines the obligation of one party, typically the seller in a business transaction, to provide certain support services to the other party for a defined period after the closing of a deal. These services may include IT support, human resources assistance, or administrative functions to ensure a smooth handover and continuity of operations. By specifying the scope, duration, and terms of these services, the clause helps prevent operational disruptions and facilitates a seamless transition between parties.
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Provision of Transition Services. (a) Subject to the terms and conditions set forth herein, Provider shall provide, directly or indirectly through third party contractors, subcontractors, licensors, vendors, outsourcers or other third party service providers (collectively, “Third Party Contractors”), to Recipient the Transition Services during their respective Terms; provided, that Provider shall remain responsible for the performance of the services in accordance herewith.
(b) In the event that any Recipients desire to have any Providers provide services that (i) were provided by such Provider to such Recipient within the twelve (12) months prior to the Distribution Date (the “Reference Period”), and (ii) are reasonably necessary for the operation of such Recipient’s Business as conducted as of the Distribution Date (“Omitted Services”; provided, that Omitted Services shall not include any service that Provider has replaced with (or for which Provider has substituted) a substantially comparable Transition Service as of the date hereof), such Recipient may, within one hundred eighty (180) days following the date hereof, request that such Provider provide such Omitted Services. If such Provider is reasonably capable of providing such Omitted Services, such Provider shall provide such Omitted Services to such Recipient as promptly as reasonably practicable and on terms to be negotiated by the Parties in good faith. In the event that any Recipients desire to have any Providers provide additional services that are not Omitted Services (“Additional Services”), such Providers, in their sole discretion, may agree to provide, directly or indirectly through Third Party Contractors, such Additional Services. Any request for an Omitted Service or Additional Service shall be in writing and shall specify, as applicable (i) the type and the scope of the requested service, (ii) who shall perform the requested service, (iii) where and to whom the requested service is to be provided and (iv) the proposed term for the requested service. In the event that any Providers are required to provide any Omitted Service, or agree to provide any Additional Service, as applicable, the Parties shall enter into an amendment to this Agreement amending the applicable Transition Service Schedule to reflect such Omitted Service or Additional Service, as applicable, and such Omitted Service or Additional Service, as applicable, shall be deemed to be part of this Agreement and the Transition Services from and after the date o...
Provision of Transition Services. Commencing on the date hereof and continuing through the Term (as defined in Article 2 of this Agreement), AT Co. will provide the Transition Services to Spinco, unless (a) otherwise indicated on the Service Attachment, (b) automatically modified by termination of a Transition Service by Spinco in accordance with the terms and conditions hereof, (c) otherwise mutually agreed to by the parties in writing, or (d) this Agreement is terminated in accordance with the terms and conditions hereof.
Provision of Transition Services. 7.1 The Recipient undertakes and warrants that for the duration of this Agreement, it shall -
7.1.1 render the Transition Services and its other duties under this Agreement diligently and competently and at a level of skill, ability and performance that is acceptable to the Recipient;
7.1.2 in addition to rendering the Transition Services, render such other services to the Recipient as may be agreed in writing between the Parties from time to time;
7.1.3 to the extent necessary for the Recipient to render the Transition Services and carry out its duties in terms of this Agreement, appoint properly trained and suitably qualified employees;
7.1.4 on demand by the Provider and in any event on the Termination Date, deliver to the Provider all documents, the Data or other materials of whatever nature and respective on what media same are stored as prepared by the Recipient Provider in the course of rendering the Transition Services and performing its duties under this Agreement;
7.1.5 maintain the highest standards of workmanship and shall comply with all applicable legislation, by-laws and regulations in performing its obligations in terms of this Agreement.
Provision of Transition Services. Neuromed will use Commercially Reasonable Efforts to provide, and as necessary will cause its Affiliates to provide, the Transition Services to Mallinckrodt commencing promptly after the Effective Date, as
Provision of Transition Services. Idenix and/or its Affiliates: (a) will provide the Transition Services using the employees specified (except where there is an exigency); and (b) will not subcontract or assign any part of this Transition Agreement without Novartis’ prior written consent. Subject to clause 6, employees of a Party involved in the provision or receipt of the Transition Services will, during the Term of this Transition Agreement, remain employees of the same respective Party which they were employed before the Amendment Effective Date, and that Party solely will be responsible for the payment of all wages, bonuses, compensation, commissions and employee
Provision of Transition Services. Buyer and Seller agree to execute a transition services agreement in the form reasonably agreed to by Buyer and Seller with respect to the provision of transition services reasonably requested by Buyer from and after the Closing Date. Buyer shall pay the lesser of (i) the cost being allocated to the Business at the Closing Date (adjusted as necessary to convert annualized costs to daily or monthly costs) and (ii) the cost Buyer would pay in an arms length transaction with a third party for any such service.
Provision of Transition Services. TFS shall provide to, or cause to be provided to, Brillian the Transition Services as provided herein. It is understood by the parties that the scope of services to be provided under this Section 1 is expected to be substantially consistent with TFS's recent historical practice in providing the Transition Services to the Microdisplay Business unless otherwise stated in this Agreement. Subject to the limitations contemplated hereby, TFS agrees to provide, or cause to be provided, the Transition Services to Brillian in a manner consistent with the manner TFS has heretofore performed such services for the Microdisplay Business. Without limiting the generality of the Transition Services to be provided by TFS to Brillian as described in the Schedules hereto, the parties agree as follows:
(a) Brillian's independent auditor shall have the right at Brillian's expense to audit any monthly summary statement; provided, however, that such audit occurs within thirty (30) days after Brillian's receipt of the monthly summary statement. All information provided by TFS to Brillian's auditor shall, at the option of TFS, be subject to a non-disclosure agreement entered into between the auditor and TFS;
(b) TFS shall provide Brillian an electronic copy of its consolidated corporate financial records produced by TFS for each of fiscal 1999, 2000, 2001, and 2002; and
(c) TFS shall cooperate in good faith with Brillian with respect to the transition of the employer relationship from TFS to Brillian subsequent to the Separation, Brillian's permit and licensing requirements, and similar transition matters.
Provision of Transition Services. To the extent that Enbridge is providing services to Enbridge Energy Management L.L.C. ("MANAGEMENT") or one of its Affiliates under the Operational Services Agreement dated as of even date herewith between Enbridge, EECI and Management (the "OPERATIONAL SERVICES AGREEMENT") as of the effective date of (i) withdrawal by EECI as the general partner of the MLP, (ii) removal of EECI as general partner of the MLP under circumstances where "cause" exists or (iii) transfer of the capital stock of EECI to any Person that is not an Affiliate of Enbridge, then Enbridge shall be obligated to provide such services on substantially the same terms and conditions as provided in the Operational Services Agreement, to the MLP for twelve months following such effective date, but shall have no such obligation under the Operational Services Agreement thereafter.
Provision of Transition Services. Contact Person and Transition Coordinator.
Provision of Transition Services. To the extent commercially reasonable, the Parties will work together and begin the process of migrating off of the relevant Transition Service such that the completion of the migration of the Transition Services shall occur as soon as possible after the Effective Date. The Transition Services will