Services During the Transition Period Clause Samples

Services During the Transition Period. (a) During the Transition Period, the Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and ▇▇▇▇▇▇▇▇▇.▇▇▇, as appropriate, to perform, on behalf of and for the account of Elavon at the same location(s) presently used to conduct the Merchant Business all of the services performed by the Bank in connection with the Merchant Business prior to the Closing Date. The Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and ▇▇▇▇▇▇▇▇▇.▇▇▇, as appropriate, to perform, such services substantially in the same manner and with no less than the same degree of care as performed in connection with the Merchant Business prior to the Closing Date, and shall otherwise perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and ▇▇▇▇▇▇▇▇▇.▇▇▇, as appropriate, to perform, such services in accordance with such performance standards, including underwriting guidelines, as are specified by Elavon. In performing such services, the Bank shall follow, and shall use commercially reasonable efforts to cause TIB, Paymentech and ▇▇▇▇▇▇▇▇▇.▇▇▇, as appropriate, to follow, the reasonable instructions of Elavon. (b) Without limiting the generality of the foregoing, during the Transition Period, the Bank shall continue to provide credit to Merchants on the same business day deposits are made by Merchants for Draft deposits (provided such deposits are made prior to 2:00 p.m. closing; Draft deposits made after 2:00 p.m. closing shall be considered to be made on the following business day) and on the day of receipt of ACH notice for Credit Card and Debit Card transactions processed electronically. The Bank shall not be entitled to reimbursement for cost of funds for providing such credit. (c) During the Transition Period, and in performing services hereunder, the Bank shall comply, and shall use commercially reasonable efforts to cause TIB, Paymentech and ▇▇▇▇▇▇▇▇▇.▇▇▇, as appropriate, to comply, in all respects with the rules and regulations of the Credit Card Associations and the EFT Networks, and shall not take, or fail to take, any actions with respect to the Merchant Business which would constitute a violation of such rules and regulations.
View SourceView Similar (7)
Services During the Transition Period. During the Transition Period (as defined in Section 1.6), AHC shall provide the following accounting and financial services with respect to the corporate office operations of AmSurg (collectively, the "Services"): (a) processing payroll and associated payroll tax returns and accounts payable for the AmSurg corporate office, (b) maintaining general accounting records for the AmSurg corporate operations and the operations of its Subsidiaries, (c) preparing consolidated AmSurg financial statements, (d) preparing such AmSurg corporate tax returns and the tax returns of its Subsidiaries as may be required during the Transition Period, (e) preparing such estimated tax reports for AmSurg and its Subsidiaries as may be required during the Transition Period, and (f) preparing financial statements in connection with periodic reports required to be filed by AmSurg with the Securities and Exchange Commission. Such Services will be provided in a manner and at a time consistent with services provided by AHC under the Letter Agreement.
View SourceView Similar (2)
Services During the Transition Period. During the Transition Period, unless your employment is sooner terminated by the Company for Cause or you resign, you will continue to work and provide services to the Company on a full-time basis as the Company’s Chief Financial Officer, unless otherwise requested by the Company’s Chief Executive Officer (the “CEO”); provided, however, that if the Company hires a new Chief Financial Officer during the Transition Period, you will transition to the role of Senior Advisor and for the remainder of the Transition Period will provide services to the Company on a part-time, as-needed basis, as reasonably determined by the Company. Your services during the Transition Period are expected to include, without limitation, transitioning your role and helping with the Company’s search for a new Chief Financial Officer to the extent requested by the Company. For the avoidance of doubt, by signing this Agreement, you hereby waive any application of the Good Reason definition set forth in Section 3(e) of the Employment Agreement and acknowledge and agree that you shall have no Good Reason termination rights. ​
View Source
Services During the Transition Period. During the Transition ------------------------------------- Period, Sellers shall, to the extent requested by Purchaser, perform, for the account of Purchaser, all the services performed by Sellers in connection with the Merchant Business prior to the Closing Date. Sellers shall perform such services substantially in the same manner as it performed (and in connection therewith shall utilize any Excluded Assets which it has historically used) in connection with the Merchant Business prior to the Closing Date and shall continue to outclear Merchant sales drafts using their respective current BIN and ICA numbers. In performing such services, Sellers shall follow the reasonable instructions of Purchaser, except that Sellers shall not be required to follow any instructions or use any steps that would require it to effect any systems enhancement or otherwise to perform such services in a manner materially different from the manner in which such services were performed prior to the Closing Date or that increase its cost of performing such services. In addition to the foregoing, Sellers shall at Purchaser's expense and as requested by Purchaser undertake its reasonable efforts to assist Purchaser in any conversion that may be required to enable Purchaser to process and settle Credit Card and Debit Card transactions on a system utilized by Purchaser or on any system utilized by any third-party vendor of Purchaser. In performing the services described in this Section 10.1(c), Sellers shall use the same degree of care it used in conducting the Merchant Business prior to the Effective Date.
View Source

Related to Services During the Transition Period

  • During the Term As compensation for services hereunder rendered during the Term hereof, Executive shall receive a base salary (“Base Salary”) of Five Hundred Thousand Dollars ($500,000) per year payable in equal installments in accordance with the Company’s payroll procedure for its salaried executives. Salary payments and other payments under this Agreement shall be subject to withholding of taxes and other appropriate and customary amounts. Executive may receive increases in his Base Salary from time to time, based upon his performance, subject to approval of the Company.

  • Allocations During the Early Amortization Period During the Early Amortization Period, an amount equal to the product of (A) the Principal Allocation Percentage and (B) the Series 1997-1 Allocation Percentage and (C) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that after the date on which an amount of such Collections equal to the Adjusted Invested Amount has been deposited into the Collection Account and allocated to the Series 1997-1 Certificateholders, such amount shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Allocations During the Controlled Accumulation Period During the Controlled Accumulation Period (A) an amount equal to the product of (I) the sum of the Class B Principal Percentage and the Collateral Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 1997-1 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein and (B) an amount equal to the product of (I) the Class A Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 1997-1 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date (such product for any such date, a "Percentage Allocation") shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that if the sum of such Percentage Allocation and all preceding Percentage Allocations with respect to the same Monthly Period exceeds the Controlled Deposit Amount for the related Distribution Date, then such excess shall not be treated as a Percentage Allocation and shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such Deposit Date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Allocations During the Revolving Period During the Revolving Period (A) an amount equal to the product of (I) the sum of the Class B Principal Percentage and the Collateral Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 2025-3 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 2025-3 Certificateholders and retained in the Collection Account until applied as provided herein and (B) an amount equal to the product of (I) the Class A Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 2025-3 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date shall be allocated to the Series 2025-3 Certificateholders and first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates; provided, however, that such amount to be paid to the Holders of the Transferor Certificates on any Deposit Date shall be paid to such Holders only if the Transferor Amount on such Deposit Date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Services During Certain Events In the event a third person begins a tender or exchange offer, circulates a proxy to stockholders, or takes other steps to effect a Change in Control, Executive agrees that he will not voluntarily terminate employment with Kaydon (or the Subsidiary then employing Executive) on less than three months written notice to the Chief Executive Officer of Kaydon, will render the services expected of his position, and will act in all things related to the interests of the stockholders of Kaydon until the third person has abandoned or terminated the efforts to effect a Change in Control or until a Change in Control has occurred.