Transition Cooperation Clause Samples

Transition Cooperation. (a) From and after the date hereof and until the Conversion Date, Seller and Purchaser shall use all commercially reasonable efforts in assisting the other party with the "conversion" of the Merchant Acquiring Business herein contemplated and the transition of the Merchant Acquiring Business from Seller to Purchaser. Regarding any Merchant Agreements included in the Transferred Assets, Seller also shall use all commercially reasonable efforts to encourage the Merchants that are parties thereto to continue doing business with Purchaser under any such Merchant Agreements. (b) Without limiting the generality of the foregoing, promptly following the execution of this Agreement, Seller shall cause to be delivered to each such Merchant a notice, in form and substance mutually acceptable to Seller and Purchaser, of the assignment by Seller to Purchaser, effective as of the Closing Date, of all rights in and to such Merchant Agreements. If Seller and Purchaser so agree, such notice may inform each such Merchant of Purchaser's intention to convert that Merchant from the Mellon Payment Processing System to Purchaser's network, as well as to a clearing bank and merchant accounting system designated by Purchaser. (c) From and after the date hereof and until the Conversion Date, Seller and Purchaser shall each from time to time upon the reasonable request of the other party cooperate with the other party to provide each other and the Merchants, Agent Banks, Independent Sales Organizations and Related Parties that are parties to the Merchant Agreements, Agent Bank Agreements, ISO Agreements and Related Agreements included within the Transferred Assets with information regarding the Year 2000 compliance status of Seller and Purchaser. The information that may be requested may consist of brief summaries of the testing and analysis which Seller or Purchaser has performed, any exceptions to Year 2000 compliance (including a brief summary of plans for dealing with the exceptions), and any other information required to be provided to such Merchants, Agent Banks, Independent Sales Organizations or Related Parties by applicable law. Both Seller and Purchaser understand and agree that nothing in this Section 1.3(c) is intended, or shall be construed, as a representation or warranty regarding the Year 2000 compliance status of Seller, Purchaser or any other Person, and that neither Seller nor Purchaser shall make any representation or warranty, or provide any information, regardi...

Transition Cooperation. (1) In addition to OWNER’s option to engage UBEM for the Consulting Term pursuant to paragraph 13 or to retain the services of any Person who was Plant Manager pursuant to paragraph 14(a) or paragraph 14(b), at OWNER’s written request exercised in its sole discretion, UBEM shall cooperate with OWNER in the appointment and training of a Person to take over the operation and maintenance of the Plant (the “Successor Operator”) and the turnover of the operation and maintenance of the Plant to such Successor Operator for a period not to exceed six (6) months following the expiration, cancellation or termination of this Agreement. During such period, UBEM shall provide OWNER and Successor Operator and their respective representatives full access to, and copying of, all information, data and records relating to the Plant and the Production Process, and UBEM shall comply with all reasonable requests by OWNER or Successor Operator in connection with taking over the operation and maintenance duties including the execution and delivery of documents and taking of other actions, in each case as shall be necessary to facilitate the orderly transition of duties from UBEM to Successor Operator. During such period of transition, UBEM will be paid the Consulting Fee outlined in paragraph 13. (2) Promptly after the expiration, cancellation or termination of this Agreement, UBEM shall deliver to (and shall, with effect from the expiration, cancellation or termination, hold in trust for) OWNER or Successor Operator (if so directed by OWNER), all work, property, recorded information and permits applicable to the Plant which are owned or leased by OWNER and which are in UBEM’s possession or under UBEM’s control. Without limiting the generality of the foregoing, UBEM shall (i) provide copies of all operating procedures and data regarding operation of the Plant as OWNER may request, (ii) subject to paragraph 10, grant to OWNER at no additional cost a fully-paid, nonexclusive perpetual limited license to use, solely for the continued operations of the Plant in the Production Process, such Proprietary Information of UBEM that is then utilized in the operation of the Plant and necessary or desirable for the continued operations of the Plant in the Production Process, and (iii) transfer to OWNER or Successor Operator, from the expiration, cancellation or termination date, its rights and obligations under all contracts entered into in connection with the performance of its obligations ...

Transition Cooperation. Upon the failure of the parties to agree upon renewal of this Agreement or upon giving by a party of notice of intent to terminate this Agreement, pursuant to Section 19.2 of this Agreement, the parties will use good faith efforts to establish a reasonable schedule and reasonable procedures for cessation of transportation and related Terminal and other activities with respect to the party being terminated that will endeavor to minimize the disruption to the extent reasonably possible to the parties and their customers. The terms of this Agreement will govern transportation and related Terminal services and other activities during this transition.

Transition Cooperation. In consideration for the payments and agreements set forth herein, Employee will cooperate in the transition of his work related to the business issues and projects Employee was involved in while employed by the Company Group and Employee will be available to provide such transitional assistance as may be requested by the Company, provided there is no interference with any other employment Employee may then have.

Transition Cooperation. Upon receipt of written notice of termination. the parties will use commercially reasonable efforts to effect an orderly termination of this Agreement. Without limiting the forego in g. Agent will deliver Clients’ records in industry standard format to Clients or the successor agent designated by Clients in accordance with Clients’ request. Attachment 1 to Privacy and Information Security Addendum

Transition Cooperation. From the date of execution of this Agreement until ---------------------- the termination of ▇▇▇▇▇▇▇▇ Services under the Service Agreement, Sellers shall use its best efforts to provide to the Buyer billing updates up to twice weekly, as requested, for all active and pending Subscribers in a form reasonably acceptable to Buyer. Sellers shall provide all relevant Subscriber and Property data relating to Contracts to be assigned at least five days prior to any

Transition Cooperation. 9 6.4 Compensation....................................................... 9

Transition Cooperation. If this Agreement is terminated, ---------------------- SeaMED shall provide to Aastrom, or its designee, all necessary Instrument information, documentation, equipment lists, material lists, traceable recordings, tooling, suppliers, Phase II Manufacturing Drawings and Process, and description of manufacturing methods and processes (including device master list) required by governmental agencies, to enable the continued manufacture of the Instrument.

Transition Cooperation. Seller shall use reasonable efforts to cooperate with Buyer in all respects to ensure an efficient and convenient transition of the Assets from Seller to Buyer.