Common use of Transition Matters Clause in Contracts

Transition Matters. (a) During the period between the date of this Agreement and the Closing, in furtherance of the Transactions, the Parties shall, and shall cause their Affiliates to, reasonably cooperate in good faith and use their commercially reasonable efforts to develop and begin implementing a mutually acceptable transition plan for the migration and integration of the business of the Acquired Entities into the business of Buyer after giving effect to the consummation of the Transactions, in each case, as set forth in this Section 5.12 and pursuant to the Transition Services Agreement and the Processing Services Agreement, in each case, subject to compliance with applicable Law (the “Transition Plan”). The Transition Plan shall address the matters mutually agreed to by the Parties. Such cooperation shall include each Party using commercially reasonable efforts to take the following actions: (i) promptly after the date of this Agreement, appointing a transition manager whose primary responsibility would be to plan and execute such transition and manage such Party’s transition team; (ii) promptly after the date of this Agreement, reviewing the technology, business operations and administration capabilities to be so transitioned or migrated, taking into account any issues of separation arising from the Transition Plan; (iii) establishing transition teams; (iv) setting regular meetings of such transition teams during the period between the date of this Agreement and the Closing; and (v) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning; provided that all such activities shall be in compliance with applicable Law. (b) During the period between the date of this Agreement and the Closing, upon the reasonable written request of any Party, each Party shall (i) through their respective transition teams, reasonably cooperate in good faith with the other Party and use commercially reasonable efforts to review the schedules to the Transition Services Agreement and (ii) negotiate in good faith any amendment, update or supplement to the schedules to the Transition Services Agreement that is proposed in writing by the other Party. Notwithstanding the foregoing, no Party’s obligation to effect the Closing shall be subject to any such amendment, supplement or update being agreed to or entered into prior to or at the Closing.

Transition Matters. (a) During the period between the date of this Agreement and the Initial Closing, in furtherance of the Transactionstransactions contemplated by this Agreement, the Parties parties shall, and shall cause their Affiliates affiliates to, reasonably cooperate in good faith and use their commercially reasonable efforts to develop and begin implementing a mutually acceptable transition plan for the migration and integration of the Business out of the business of the Acquired Entities Sellers and into the business of Buyer after giving effect to the consummation of the Transactions, in each case, Purchaser as set forth in this Section 5.12 5.14 and pursuant to the Transition Services Agreement and the Processing Services Agreement, in each case, subject to compliance with applicable Law Laws (the “Transition Plan”). The Transition Plan shall address the matters mutually agreed to by the Partiesparties. Such cooperation shall include each Party party using commercially reasonable efforts to take the following actions: (i) promptly after the date of this Agreement, appointing a transition manager whose primary responsibility would be to plan and execute such transition and manage such Partyparty’s transition team; (ii) promptly after the date of this Agreement, reviewing the technology, business operations and administration capabilities to be so transitioned or migrated, taking into account any issues of separation arising from the Transition Plan; (iii) establishing transition teams; (iv) setting regular meetings of such transition teams during the period between the date of this Agreement and the Initial Closing; and (v) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning; , provided that all such activities shall be in compliance with applicable Law. (b) During the period between the date of this Agreement and the Initial Closing, upon the reasonable written request of any Partyparty, each Party party shall (i) through their respective transition teams, reasonably cooperate in good faith with the other Party party and use commercially reasonable efforts to review the schedules to the Transition Services Agreement and (ii) negotiate in good faith any amendment, update or supplement to the schedules to the Transition Services Agreement that is proposed in writing by the other Partyparty. Notwithstanding If the foregoingparties agree in writing on the specific terms and conditions of any such amendment, no Party’s obligation to effect the Closing shall be subject to any update or supplement, then such amendment, supplement or update being agreed shall be deemed to or entered into prior be an amendment of the Transition Services Agreement pursuant to or at Section 2.3 of the Transition Services Agreement. Without limiting the foregoing, if either party requests the provision of any additional services under the Transition Services Agreement and such additional service requested by either party was provided by LivaNova to the Business during the Baseline Period and is reasonably necessary for Purchaser to operate the Business substantially as conducted by LivaNova during the Baseline Period, the parties will amend the applicable schedule to the Transaction Services Agreement to include such additional service in the manner provided for in Section 2.3 of the Transition Services Agreement. “Baseline Period” means the period of twelve (12) months immediately preceding the Initial Closing.

Transition Matters. (a) During the period between the date of this Agreement and the Closingearlier of the Closing and such time as this Agreement has been terminated pursuant to Article IX, in furtherance of the Transactionstransactions contemplated hereby, the Parties parties shall, and shall cause their Affiliates to, reasonably cooperate in good faith and use their commercially reasonable efforts to develop and begin implementing a mutually acceptable transition plan for the migration and integration of the B&I GPO Business out of the business of the Acquired Entities Premier Parties and into the business of the Buyer after giving effect to the consummation of the Transactions, in each case, as set forth in this Section 5.12 4.12 and pursuant to the Transition Services Agreement and the Processing Services Agreementthat will be effective as of Closing, in each case, subject to compliance with applicable Law Legal Requirements (the “Transition Plan”). The Transition Plan shall address the matters mutually agreed to by the Partiesparties. Such cooperation shall include each Party party using commercially reasonable efforts to take the following actions: (i) promptly after the date of this Agreement, appointing a transition manager whose primary responsibility would be to plan and execute such transition and manage such Partyparty’s transition team; (ii) promptly after the date of this Agreement, reviewing the technology, business operations and administration capabilities to be so transitioned or migrated, taking into account any issues of separation arising from the Transition Plan; (iii) establishing transition teams; (iv) setting regular meetings of such transition teams during the period between the date of this Agreement and the Closing; and (v) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning; provided that all such activities shall be in compliance with applicable LawLegal Requirements. (b) During the period between the date of this Agreement and the Closing, upon the reasonable written request of any Partyparty, each Party party shall (i) through their respective transition teams, reasonably cooperate in good faith with the other Party party and use commercially reasonable efforts to review the schedules to the Transition Services Agreement and (ii) negotiate in good faith any amendment, update or supplement to the schedules to the Transition Services Agreement that is reasonably proposed in writing by the other Partyparty. Notwithstanding the foregoing, no Partyparty shall be obligated to agree to, and no party’s obligation to effect the Closing shall be subject to to, any such amendment, supplement or update being agreed to or entered into prior to or at the Closing.

Transition Matters. (a) During the period between the date of this Agreement and the Closing, in furtherance of the Transactionstransactions contemplated by this Agreement, the Parties shall, and shall cause their Affiliates to, reasonably cooperate in good faith and use their commercially reasonable efforts to develop and and, subject to the prior written consent of Health Care Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), begin implementing a mutually acceptable transition plan for the migration and integration of the Business out of the business of the Acquired Entities Seller and into the business of Buyer after giving effect to the consummation of the Transactions, in each case, Purchaser Group as set forth in this Section 5.12 5.16 and pursuant to the Transition Services Agreement and the Processing Services Agreement, in each case, subject to compliance with applicable Law (the “Transition Plan”). The Transition Plan shall address the matters mutually agreed to by the Parties. Such cooperation shall include each Party using commercially reasonable efforts to take the following actions: (i) promptly after the date of this Agreement, appointing a transition manager whose primary responsibility would be to plan and execute such transition and manage such Party’s transition team; (ii) promptly after the date of this Agreement, reviewing the technology, business operations and administration capabilities to be so transitioned or migrated, taking into account any issues of separation arising from the Transition Plan; (iii) establishing transition teams; (iv) setting regular meetings of such transition teams during the period between the date of this Agreement and the Closing; and (v) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning; provided that all such activities shall be in compliance with applicable Law. The Health Care Buyer shall be permitted to appoint a transition manager who shall be permitted to attend any meeting of the Parties’ transitions teams and otherwise participate in any of the actions set forth in this Section 5.17 to the extent related to the Transition Plan. (b) During the period between the date of this Agreement and the Closing, upon the reasonable written request of any Party, each Party shall (i) through their respective transition teams, reasonably cooperate in good faith with the other Party and use commercially reasonable efforts to review the schedules to the Transition Services Agreement and (ii) negotiate in good faith any amendment, update or supplement to the schedules to the Transition Services Agreement that is proposed in writing by the other Party. If the Parties agree in writing on the specific terms and conditions of any such amendment, update or supplement, then the Parties shall enter into any such amendment, update or supplement pursuant to Section 8.1 of the Transition Services Agreement. Notwithstanding the foregoing, no Party’s obligation to effect the Closing shall be subject to any such amendment, supplement or update being agreed to or entered into prior to or at the Closing.

Transition Matters. (a) During the period between the date of this Agreement and the Closing, in furtherance of the Transactions, the Parties shall, and shall cause their Affiliates to, reasonably cooperate in good faith and use their commercially reasonable efforts to develop and begin implementing a mutually acceptable those transition plan items identified in the Transition Services Agreement as “Critical Activities for the Parent to Complete by Day One” for the migration and integration of the Business out of the business of the Acquired Entities Seller and into the business of Buyer after giving effect to the consummation of the Transactions, in each case, as set forth in this Section 5.12 and pursuant to the Transition Services Agreement and the Processing Services AgreementPurchaser Group, in each case, subject to compliance with applicable Law (the “Transition Plan”). The Transition Plan shall address the matters mutually agreed to by the PartiesLaw. Such cooperation shall include each Party using commercially reasonable efforts to take the following actions: (i) promptly after the date of this Agreement, appointing a transition manager whose primary responsibility would be to plan and execute such transition and manage such Party’s transition teamteam of the Business from the other operations of Seller; (ii) promptly after the date of this Agreement, reviewing the technology, business operations and administration capabilities to be so transitioned or migrated, taking into account any issues of separation arising from the Transition Planseparation; (iii) establishing transition teams; (iv) setting regular meetings of such transition teams during the period between the date of this Agreement and the Closing; and (v) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning; provided that all such activities shall be in compliance with applicable Law. (b) During To the period between extent Seller does not complete those items set forth in the date of this Transition Services Agreement and as “Critical Activities for the Parent to Complete by Day One” on or prior to the Closing, upon the reasonable written request of any Party, each Party shall (i) through their respective transition teams, reasonably cooperate in good faith with the other Party and use commercially reasonable efforts to review the schedules to the Transition Services Agreement and (ii) negotiate in good faith any amendment, update or supplement to the schedules to the Transition Services Agreement that is proposed reasonably required by Purchaser to incorporate additional services to be provided by Seller in writing light of such “Critical Activities for the Parent to Complete by the other Party. Notwithstanding the foregoingDay One” items not being completed by Closing, no Party’s obligation to effect the Closing which such service shall be subject provided at no additional cost to any such amendment, supplement or update being agreed to or entered into prior to or at the ClosingPurchaser.

Transition Matters. (a) During the period between the date of this Agreement and the Initial Closing, in furtherance of the Transactionstransactions contemplated by this Agreement, the Parties parties shall, and shall cause their Affiliates affiliates to, reasonably cooperate in good faith and use their commercially reasonable efforts to develop and begin implementing a mutually acceptable transition plan for the migration and integration of the Business out of the business of the Acquired Entities Sellers and into the business of Buyer after giving effect to the consummation of the Transactions, in each case, Purchaser as set forth in this Section 5.12 5.14 and pursuant to the Transition Services Agreement and the Processing Services Agreement, in each case, subject to compliance with applicable Law Laws (the “Transition Plan”). The Transition Plan shall address the matters mutually agreed to by the Partiesparties. Such cooperation shall include each Party party using commercially reasonable efforts to take the following actions: (i) promptly after the date of this Agreement, appointing a transition manager whose primary responsibility would be to plan and execute such transition and manage such Partyparty’s transition team; (ii) promptly after the date of this Agreement, reviewing the technology, business operations and administration capabilities to be so transitioned or migrated, taking into account any issues of separation arising from the Transition Plan; (iii) establishing transition teams; (iv) setting regular meetings of such transition teams during the period between the date of this Agreement and the Initial Closing; and (v) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning; , provided that all such activities shall be in compliance with applicable Law. (b) During the period between the date of this Agreement and the Initial Closing, upon the reasonable written request of any Partyparty, each Party party shall (i) through their respective transition teams, reasonably cooperate in good faith with the other Party party and use commercially reasonable efforts to review the schedules to the Transition Services Agreement and (ii) negotiate in good faith any amendment, update or supplement to the schedules to the Transition Services Agreement that is proposed in writing by the other Partyparty. Notwithstanding If the foregoingparties agree in writing on the specific terms and conditions of any such amendment, no Party’s obligation to effect the Closing shall be subject to any update or supplement, then such amendment, supplement or update being agreed shall be deemed to or entered into prior be an amendment of the Transition Services Agreement pursuant to or at Section 2.3 of the Transition Services Agreement. Without limiting the foregoing, if either party requests the provision of any additional services under the Transition Services Agreement and such additional service requested by either party was provided by ▇▇▇▇▇▇▇▇ to the Business during the Baseline Period and is reasonably necessary for Purchaser to operate the Business substantially as conducted by LivaNova during the Baseline Period, the parties will amend the applicable schedule to the Transaction Services Agreement to include such additional service in the manner provided for in Section 2.3 of the Transition Services Agreement. “Baseline Period” means the period of twelve (12) months immediately preceding the Initial Closing.