Transition Services Schedule Clause Samples
The Transition Services Schedule clause defines the specific services that one party will provide to another during a transitional period following a transaction, such as a merger or acquisition. This schedule typically outlines the scope, duration, and terms of services like IT support, human resources, or accounting, ensuring continuity of operations while the acquiring party integrates the new business. By clearly detailing these transitional arrangements, the clause helps prevent service disruptions and sets expectations, thereby facilitating a smooth handover and minimizing operational risks.
Transition Services Schedule. Seller and Buyer shall use reasonable best efforts, and negotiate in good faith, to complete the Services Schedules (as defined in the Transition Services Agreement) to include the provision of such transition services as are reasonably required by the respective parties to operate the Business or the Other Stations, as applicable, as currently conducted and as conducted prior to Closing.
Transition Services Schedule. This Agreement will govern individual transition services to be provided to the Service Recipients by the Service Provider, as set forth on Annex A attached to this Agreement, which may be supplemented in accordance with Section 3.5 hereof (the “Transition Services Schedule”). The Transition Services Schedule shall set forth a description of each Service to be provided, the term for each Service and any other terms applicable thereto. Obligations under the Transition Services Schedule shall be effective upon the later of the execution of this Agreement or, with respect to Additional Services, according to the mutual agreement of the Parties in accordance with Section 3.5 of this Agreement. Any reference to this Agreement shall be deemed to include the Transition Services Schedule.
Transition Services Schedule. No less than sixty (60) days prior to the Closing Date, the Purchaser may, on written notice to the Seller, remove (i) any Services set forth on Schedule 2.1(a) of the Transition Services Agreement, in whole but not in part, and (ii) solely with respect to Information Technology Services, all Recipient Entities except for Florida MHS, Inc. (“MCC Florida”) from Schedule 2.1(a) of the Transition Services Agreement, in each case (i) and (ii), with corresponding fee reductions for the fees allocated in such schedule to the removed Services and Recipient Entities, as applicable. Any removal of Services in accordance with the immediately preceding sentence will be subject to the restrictions set forth in the Transition Services Agreement regarding Dependent Services, and such removed Services shall be deemed and included as Excluded Services under the Transition Services Agreement. Prior to the Closing, the Purchaser and the Seller shall: (x) mutually agree to and set forth in Schedule 2.1(a) of the Transition Services Agreement (i) the form and content of reports to be delivered by the Service Provider for MCC Florida and (ii) cybersecurity Service Standards for the Services and related Systems used to deliver the Services (which Service Standards shall, at a minimum, meet and be consistent with Industry Standards); and (y) work collaboratively to (i) complete the Purchaser’s standard security assessment questionnaire for the Services and related Systems and (ii) finalize the related security provisions in the Transition Services Agreement. Any capitalized terms used but not defined in this Section 4.19 shall have meaning set forth in the draft Transition Services Agreement attached as an exhibit hereto.
Transition Services Schedule. Each of Parent and Purchaser shall collaborate in good faith to diligently prepare and finalize Schedule 2.01 (Transition Services) of the Transition Services Agreement as promptly as practicable after the date of this Agreement and prior to the Closing Date; provided, that no Transition Services shall be removed from the initial draft of Schedule 2.01 attached to the form Transition Services Agreement as of the date of this Agreement, except with Purchaser’s consent (with respect to Transition Services to be received by Purchaser, not to be unreasonably withheld, denied or conditioned) or with Parent’s consent (with respect to Transition Services to be received by Parent or its Affiliates, not to be unreasonably withheld, denied, or conditioned).
Transition Services Schedule. Subject to the terms and conditions of this Agreement, beginning on the Effective Date and continuing until the end of the applicable Transition Term, Sandoz, either directly or indirectly through one or more of its Affiliates (or Third Parties, subject to the requirements of ARTICLE IX), shall provide to Adamis and USWM services described in the schedule attached hereto as Annex A (the “Transition Services Schedule”), in accordance with ARTICLE III, to ensure business continuity and to facilitate an effective transition of [***] (collectively, the “Services”). For the avoidance of doubt, this Agreement applies only to Services with respect to the Territory and not to any other country of the world. The Transition Services Schedule includes the following information: [***]. The contact information for the group or personnel providing the Service will be specified during the Term. The Transition Services Schedule shall be considered part of this Agreement and is incorporated herein by reference.
Transition Services Schedule. Schedule #: Service provider: |_| TMP Worldwide |_| ▇▇▇▇▇▇ Highland Functional area: |_| Insurance |_| Tax Services |_| Legal Services |_| Facilities |_| Human Resources |_| Information |_| Other (describe): Technology Start/end date: Summary of Services to be provided (describe in appropriate detail): -------------------------------------------------------------------------------- S-1 -------------------------------------------------------------------------------- Estimated total Service Costs to service provider: Describe Service Cost methodology and factors affecting total Service Costs: Describe how Service Costs will be adjusted in the event of an increase/decrease in Services provided: Additional information: --------------------------------------------------------------------------------