Transitional Activities Clause Samples

Transitional Activities. Subject to applicable Law, the parties agree that upon signing of this Agreement, they will commence discussions and planning on integration and transitional activities in order to ensure that post Closing operational merger activities may commence as quickly as possible. Both parties further agree to provide the appropriate and necessary resources for the aforementioned discussions and planning.
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Transitional Activities. During the Transition Period, in ----------------------- addition to the manufacture and shipping obligations of Seller under the Supply Agreement, Seller also shall perform the Transitional Activities on behalf of Purchaser. On a quarterly basis during the Transition Period, Seller shall reconcile the net amount owed Purchaser from the sale of Products to third parties. Such reconciliation shall be performed in a manner consistent with the reconciliation example set forth in Exhibit L. Seller shall pay Purchaser all amounts due according to such reconciliation not later than thirty (30) days after the end of the quarter for which such reconciliation was performed. Such payment shall be made by wire transfer to the First Security Bank of Utah, or such other bank as Anesta shall specify from time to time. Concurrent with such wire transfer, Seller shall transmit to Purchaser a report summarizing the calculations performed pursuant to the reconciliation. The parties shall cooperate to effect the orderly transition of the Transitional Activities from Seller to Purchaser.
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Transitional Activities. 2.1 Cypress agrees to cause its field representatives and management to return all Savella samples, vouchers, coupons, sales aids and other promotional materials to ▇▇▇▇▇▇▇ for return to Forest. All returns shall be by a reputable, traceable delivery method (e.g., Federal Express) and will be completed as soon as possible, within 10 business days following the Effective Date. Cypress will provide written notice to Forest of the completion of all such returns. 2.2 Cypress will also provide Forest with the support necessary to assist in the seamless transition of promotional efforts to the Forest sales force and to avoid gaps in detailing activities. Without limiting the generality of the foregoing, such activities will include providing Forest with the relevant details of all appointments and programs (e.g., “lunch and learns”, speaker programs) which have been scheduled by Cypress prior to the Effective Date in order to assure the smooth transition of such activities to Forest. In addition, Cypress will agree to continue to cooperate and assist Forest as Forest may reasonably request to investigate issues of sample accountability and close out the final reconciliation of sample inventories relating to the activities of the Cypress Sales Force, including providing such cooperation as may be reasonably required following the receipt by Cypress of the payment contemplated by Paragraph 3 below. Cypress shall require members of the Cypress Sales Force to agree to corresponding obligations in favor of Cypress and Forest in severance arrangements entered into between Cypress and such members. 2.3 Termination of the exercise by Cypress of the Promotion Rights shall not affect the reconciliation of detailing compensation and expenses for activities performed prior to the Effective Date, which reconciliation shall continue to be performed as provided in the License Agreement.
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Transitional Activities. (a) Promptly after the Closing and at the request of Buyer, the Company shall mail notices, in forms approved by Buyer in advance, to customers, clients and specified suppliers of the Company, advising them of the sale of the Business and of the continuation of the Business by the Buyer. (b) Keve and the Company shall take all other actions reasonably requested by Buyer to assist in the prompt and orderly transition of the Business to the Buyer.
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Transitional Activities. In the event that either Party terminates this Agreement, the Parties shall cooperate to ensure an orderly transition of applicable activities from LIMINATUS to TDT. LIMINATUS shall provide TDT with reasonable assistance in transferring the activities of LIMINATUS to TDT, at LIMINATUS’s expense; provided, however, that if LIMINATUS has acted in good faith and termination was not as a result of uncured material breach by LIMINATUS, LIMINATUS shall not be required to provide any such assistance for more than 180 days from the effective date of termination.
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Transitional Activities. In the event that either Party terminates this Agreement, the Parties shall cooperate to ensure an orderly transition of applicable activities from one Party to the other. The non-terminating Party shall provide the terminating Party with reasonable assistance in transferring the activities of the non-terminating Party to the terminating Party, at the terminating Party’s expense; provided, however, that if the non-terminating Party has acted in good faith, the non-terminating Party shall not be required to provide any such assistance for more than 90 days from the effective date of termination.
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Transitional Activities. In connection with the transition of the business relating to the Licensed Product in the Licensed Territory to Licensee, Company shall use Commercially Reasonable Efforts to (itself or through an Affiliate) perform those activities which are further and expressly described in the Transition Plan at its own cost and with substantially the same degree of skill, quality and care utilized by Company in performing such activities for itself with respect to the Licensed Product in the nine (9) month period prior to the Effective Date and in compliance with applicable Law.
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Transitional Activities. 36 10.3 Publicity.................................................................... 36 10.4 Litigation Support........................................................... 36 10.5
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Related to Transitional Activities

  • Promotional Activities ‌ 19 At the request of North Sound BH-ASO, Provider shall display promotional materials in its 20 offices and facilities as practical, in accordance with applicable law and cooperate with and 21 participate in all reasonable marketing efforts. Provider shall not use any North Sound BH- 22 ASO name in any advertising or promotional materials without the prior written permission of 23 North Sound BH-ASO.

  • Restricted Activities In connection with your use of our websites, your PayPal account, the PayPal services, or in the course of your interactions with PayPal, other PayPal customers, or third parties, you must not: • Breach this user agreement, the PayPal Acceptable Use Policy, the Commercial Entity Agreements (if they apply to you), or any other agreement between you and us. • Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising). • Infringe PayPal's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy. • Sell counterfeit goods. • Act in a manner that is defamatory, trade libelous, threatening or harassing. • Provide false, inaccurate or misleading information. • Send or receive what we reasonably believe to be potentially fraudulent or unauthorized funds. • Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us. • Attempt to “double dip” during the course of a dispute by receiving or attempting to receive funds from both PayPal and the seller, bank or card issuer for the same transaction. • Control an account that is linked to another account that has engaged in any of these restricted activities. • Conduct your business or use the PayPal services in a manner that results in or may result in: o Complaints. o Requests by buyers (either filed with us or card issuers) to invalidate payments made to you. o Fees, fines, penalties or other liability or losses to PayPal, other PayPal customers, third parties or you. • Use your PayPal account or the PayPal services in a manner that PayPal, Visa, MasterCard, American Express, Discover or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules. • Allow your PayPal account to have a balance reflecting an amount owing to us. • Provide yourself a cash advance from your credit card (or help others to do so). • Access the PayPal services from a country that is not included on our permitted countries list. • Take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf or the PayPal services. • Facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or PayPal services. • Use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers. • Interfere or disrupt or attempt to interfere with or disrupt our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf, any of the PayPal services or other users' use of any of the PayPal services. • Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers. • Use the PayPal services to test credit card behaviors. • Circumvent any PayPal policy or determinations about your PayPal account such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to open new or additional PayPal account(s) when an account has a negative balance or has been restricted, suspended or otherwise limited; opening new or additional PayPal accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else's PayPal account. • Harass and/or threaten our employees, agents, or other users. • Abuse of our online dispute resolution process and/or PayPal’s Buyer Protection program and/or PayPal’s Seller Protection program. • Cause us to receive a disproportionate number of claims that have been closed in favor of the claimant regarding your PayPal account or business. • Have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of the PayPal services. • Use a credit card with your PayPal account to provide yourself with a cash advance (or help others to do so). • Disclose or distribute another user's information to a third party, or use such information for marketing purposes unless you receive the user's express consent to do so. • Send unsolicited email to a user or use the PayPal services to collect payments for sending, or assisting in sending, unsolicited email to third parties. • Copy, reproduce, communicate to any third party, alter, modify, create derivative works, publicly display or frame any content from the PayPal website(s) without our or any applicable third party's written consent. • Reveal your account password(s) to anyone else, nor may you use anyone else's password. We are not responsible for losses incurred by you including, without limitation, the use of your account by any person other than you, arising as the result of misuse of passwords. • Do, or omit to do, or attempt to do or omit to do, any other act or thing which may interfere with the proper operation of the PayPal service or activities carried out as part of PayPal services or otherwise than in accordance with the terms of this user agreement. • Request or send a personal transaction payment for a commercial transaction. • Allow your use of the PayPal service to present to PayPal a risk of non- compliance with PayPal's anti-money laundering, counter terrorist financing and similar regulatory obligations (including, without limitation, where we cannot verify your identity or you fail to complete the steps to lift your sending, receiving or withdrawal limit or where you expose PayPal to the risk of any regulatory fines by European, US or other authorities for processing your transactions). • Integrate or use any of the PayPal services without fully complying with all mandatory requirements communicated to you by way of any integration or programmers' guide or other documentation issued by PayPal from time to time. • Advertise, promote, introduce or describe PayPal Credit or any PayPal co-branded credit based payment instrument to your customers without: (1) obtaining the necessary regulatory permission to do so in advance; and (2) the prior written permission of PayPal and (if not PayPal) the issuer of the credit to do so. • Suffer (or cause us to determine that there is a reasonable likelihood of) a security breach of your website or systems that could result in the unauthorized disclosure of customer information. You agree that engaging in the above restricted activities diminishes your or our other customers' safe access and/or use of your account and our services generally.