Transitional Services Clause Samples

Transitional Services. Contractor shall provide Transitional Services to offenders who are being released from a prison, an assessment/sanction center, prerelease center, or treatment center for up to the first 90 days of community supervision after release. A Probation and Parole Officer (PO) will determine the specific services to be provided to each offender based on the offender’s needs and individualized case plan as determined or developed by the State. The referring PO will complete an agreed upon referral form designating the services selected. Contractor will confirm availability of services, establish a start date, and return the referral form to the PO and the designated State staff.

Transitional Services. 15.1 The Seller and the Purchaser will cooperate and act in good faith to identify activities requiring the provision of transitional services after the Completion Date and to negotiate and agree, prior to the Completion Date and on arm’s-length terms, such transitional services agreement or agreements as may be necessary to allow each such party and its Affiliates to receive such services from the other party and its Affiliates after the Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the Purchaser: (a) the scope of services shall, save as may otherwise be agreed, be in all material respects the same as those provided as at the Signing Date, and shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in the twelve months prior to the Signing Date; (b) the services shall be provided for such time as required by the recipient of those services to enable that recipient reasonably to migrate to another provider; (c) the Seller and the Purchaser shall cooperate with a view to procuring all third party, governmental and regulatory consents, authorisations and approvals necessary for the services to be provided in accordance with Law; and (d) subject to any change to the services agreed between the Seller and the Purchaser and to any reasonably and proportionate pass-through of any increases in the costs of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 15.2 Until Seller and Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including, without limitation, Information Technology services) provided by the Retained Group to the AIA Group, on the one hand, and by the AIA Group to the Retained Group, on the other hand, during the 12 months immediately proceeding Completion shall continue to be provided to the AIA Group and the Retained Group, respectively, after Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the AIA Group and the Retained Group, respectively, at the Signing Date. 15.3 Where a Connected Party Agreement gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering...

Transitional Services. Seller shall provide to Buyer, with respect to each Specified Business, upon written request from Buyer received by Seller no later than 30 days prior to the Closing Date, such services as may be reasonably requested by Buyer in connection with the operation of such Specified Business for a commercially reasonable transition period following the Closing to allow for conversion of existing or replacement services, in each case to the extent and only to the extent Seller or its Affiliates retains the Assets and employees necessary to allow the provision of such services (“Transitional Services”). In addition, between the date hereof and the Closing, Seller shall use commercially reasonable efforts to cooperate with Buyer to assist Buyer in developing and implementing a plan of transition. Buyer shall promptly reimburse Seller for the reasonable out-of-pocket costs and any incremental costs and expenses necessary to provide Transitional Services. All other terms and conditions for the provision of Transitional Services shall be reasonably satisfactory to both Buyer and Seller and subject to applicable Law.

Transitional Services. At the request of Seller, Buyer will continue to provide accounting, payroll, and general administration services to Seller for a reasonable period of time after the Closing on a basis consistent with past practice.

Transitional Services. At the Closing, Purchaser and Pfizer shall enter into, execute and deliver a transitional services agreement substantially to the effect set forth in Exhibit C (the "Transitional Services Agreement").

Transitional Services. At Customer's expense on a time-and-materials basis, Ventiv will provide Customer with reasonable assistance in the winding down of the Services and/or transition of such Services to a new service provider in the event of any termination or expiration of this Agreement.

Transitional Services. Upon cancellation, termination, or expiration of this Contract for any reason, the Contractor shall provide reasonable cooperation, assistance and Services, and shall assist the State of Wisconsin to facilitate the orderly transition of the work hereunder to the State of Wisconsin and or to an alternative Contractor selected for the transition upon written notice to the Contractor at least thirty (30) business days prior to termination or cancellation, and subject to the terms and conditions set forth herein.

Transitional Services. Aradigm shall provide all reasonable transitional services to Purchaser, including facilities, furnishings, access to systems, document control, quality systems, IT support, accounting, payroll, administration and other such services as the Parties may mutually agree, until December 31, 2006 or until such later date as mutually agreed to by the Parties, as more fully described in Exhibit H, and Purchaser shall pay the fees therefor set forth in Exhibit H in accordance with the schedule set forth therein.

Transitional Services. (a) Upon the terms and subject to the conditions set forth in this Agreement, Deluxe or eFunds, as the case may be, (the "Service Provider") will provide to eFunds or Deluxe, as the case may be, (the "Service Receiver") those administrative and support services listed in Appendix A and B attached hereto (individually a "Transitional Service," and collectively the "Transitional Services"), during the time period for each Transitional Service set forth on Appendix A or B, (the "Time Periods" for all of the Transitional Services, and the "Time Period" for each Transitional Service). (b) Service Provider shall perform the Transitional Services exercising the same degree of care as it exercises in performing the same or similar services for its own account. Nothing in this Agreement shall require Service Provider to favor Service Receiver over Service Provider's businesses or those of any of its affiliates, subsidiaries or divisions. (c) In no event shall Service Receiver be entitled to any new service or to increase its use of any of the Transitional Services above that level of use specified in the Appendices without the prior written consent of Service Provider, which consent may be withheld by Service Provider for any or no reason in its sole and absolute discretion. Service Provider shall not be required to provide Service Receiver (i) extraordinary levels of Transitional Services that are above the ordinary levels which existed prior to the Effective Date, (ii) special studies, (iii) training, or (iv) the advantage of systems, equipment, facilities, training, or improvements procured, obtained or made after the Effective Date by Service Provider. (d) In addition to being subject to the terms and conditions of this Agreement for the provision of the Transitional Services, Service Receiver agrees that the Transitional Services provided by third parties, as permitted by Section 1.03 hereof, shall be subject to the terms and conditions of any agreements between Service Provider and such third parties. (e) The Parties acknowledge and agree that in respect of Transitional Services performed outside the United States the Service Provider and Service Receiver will in most cases not be Deluxe or eFunds but one of their respective subsidiary corporations (after implementation of the Assignment and Assumption Agreement). The obligations of Deluxe and eFunds hereunder in such situations will not be to provide or receive such Transitional Services themselves but rathe...