Cooperation and Transition Services Sample Clauses

Cooperation and Transition Services. 58 7.2 Publicity....................................................................................59 7.3
Sample 1
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Cooperation and Transition Services. (a) Each of the parties will give any notices to, make any filings with, and use its respective reasonable best efforts to obtain any authorizations, consents and approvals of Government Entities in connection with the transactions contemplated by this Agreement. Buyer and Sellers shall reasonably cooperate with one another and shall use their reasonable best efforts to obtain FTC approval of Buyer as an acceptable purchaser of the Assets and to assist in causing the Provisional Consent Decree to become final without adverse modification.
Sample 1
Cooperation and Transition Services. (i) Seller, the Company, Buyer and their respective Affiliates shall cooperate in good faith and use reasonable best efforts to find a commercially reasonable method to provide Continuing Union Employees with the applicable level and type of employee benefits to which such Continuing Union Employees may be entitled following the Closing under their respective collective bargaining agreements, including pursuant to the Transition Services Agreement pursuant to which such Continuing Union Employees would continue to participate in the Plans in which they participated as of immediately prior to the Closing for a period of 12 months following the Closing.
Sample 1
Cooperation and Transition Services. During the Severance Period, upon request from the Company or any other Company Party, Employee agrees to cooperate with members of the Company Party as well as their respective counsel, agents or other designees, in order to provide such information and assistance as the Company or such other Company Party may reasonably request with respect to the duties that Employee had performed for any Company Party and the transition of Employee’s duties and responsibilities (the “Transition Services”).
Sample 1
Cooperation and Transition Services. By signing this Agreement and, if applicable, the Second General Release, you are agreeing that you may be reasonably requested from time to time by Avon: (x) to advise and consult on matters within or related to your expertise and knowledge in connection with the business of Avon; (y) to make yourself available to Avon to respond to requests for information concerning matters involving facts or events relating to Avon; and (z) to assist with pending and future litigation, investigations, arbitrations, and/or other dispute resolution matters. You understand that, with respect to any consultation services or assistance provided by you under this paragraph, you will not be credited with any compensation, service or age credit for purposes of eligibility, vesting, or benefit accrual under any employee benefit plan of Avon, unless such employee benefit plan otherwise expressly and specifically provides for such credit.
Sample 1
Cooperation and Transition Services. The parties agree to furnish each other with such information concerning employees and employee benefit plans, and to take all such other action, as is necessary and appropriate to effect the transactions contemplated hereby. From and after the Closing Date until the earlier of (x) the date of the last payroll for the Covered Employees (as defined below) covering December 31, 2000 or (y) sixty (60) days following written notice from Seller to Buyer of the sale of Seller or substantially all of Seller's assets (the "Transition Period"), (i) Seller shall, on behalf of Buyer, perform payroll services for Buyer for United States Business Employees (the "Covered Employees") and (ii) Buyer shall provide health, life, dental, disability and other employee welfare benefits to the Covered Employees pursuant to, and the Covered Employees shall continue to be eligible for and participate in, Seller's health (other than retiree health), life, dental, disability and other employee welfare benefit plans maintained for active employees of Seller ("Seller's Welfare Plans"). Seller shall continue to administer on behalf of Buyer, Seller's Welfare Plans for the benefit of the Covered Employees and shall provide Buyer with reasonable claim detail with respect to claims incurred by the Covered Employees during the Transition Period. Buyer shall reimburse Seller for all claims, premiums and additional costs paid or otherwise incurred by Seller (including reasonable internal administrative costs) as a result of the Covered Employees' continuation in Seller's Welfare Plans during the Transition Period.
Sample 1
Cooperation and Transition Services. During the period beginning September 14, 2015, and ending December 31, 2016 (“Transition Period”), Xx. Xxxx agrees to perform such reasonable transition and consulting services for Getty as may be requested from time to time in connection with the transitioning of the matters he was responsible for during the term of his employment. Xx. Xxxx’x availability to provide services may be by telephone, e-mail or in person (as determined in accordance with the nature of the services and his schedule); provided, however, that the level of services performed during the Transition Period shall not exceed the number of hours necessary to perform the requested services, and in no event shall the level of services provided, or to be provided, exceed 20% of Xx. Xxxx’x average level of services during the 36 month period prior to the Severance Date or otherwise cause Xx. Xxxx to fail to incur a “separation from service” as of the Severance Date for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Xx. Xxxx shall be reimbursed by Getty for his reasonable and necessary out-of-pocket expenses incurred in performing the requested services during the Transition Period, provided he submits appropriate documentation of such expenses to Getty and complies with Getty’s written expense reimbursement policies generally in effect from time-to time which are communicated to Xx. Xxxx.
Sample 1
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Cooperation and Transition Services. (a) (i) As more fully described in Section 7.1(a)(ii), each of the parties will give any notices to, make any filings with, and use its respective reasonable best efforts to obtain any authorizations, consents and approvals of Government Entities in connection with the transactions contemplated by this Agreement.
Sample 1
Cooperation and Transition Services. (a) (i) As more fully described in Section 7.1(a)(ii), each of the parties will give any notices to, make any filings with, and use its respective reasonable best efforts to obtain any authorizations, consents and approvals of Government Entities in connection with the transactions contemplated by this Agreement. (ii) The parties hereto will assist and cooperate with one another to effect promptly all necessary filings and to obtain all necessary permits, consents, approvals, -58- <Page> orders and authorizations of, or any exemptions by, all third parties and Governmental Entities necessary to consummate the purchase and sale of the Assets, the Other Assets and the Toledo Plant Assets and the other transactions contemplated by this Agreement and the Collateral Agreements. Each of the Sellers and Buyer, including each of its affiliates, shall as promptly as practicable use its reasonable best efforts to prepare and furnish all necessary information and documentation (including furnishing all information requested by any Governmental Entities, including information that may be required by the HSR Act) and otherwise to do whatever is necessary, proper or advisable to assist and cooperate with each other in obtaining necessary consents, approvals or orders of all Governmental Entities necessary to consummate the purchase and sale of the Assets, the Other Assets and the Toledo Plant Assets and the other transactions contemplated by this Agreement and the Collateral Agreements. Each of the Sellers and Buyer shall keep the other apprised of the status of any inquiries made of it by the FTC or any other Governmental Entities, including their respective staffs, with respect to this Agreement (or any part hereof) and the transactions contemplated by this Agreement and the Collateral Agreements and, to the extent possible, communicate with each other in advance of any communications or correspondence with the FTC. Without limiting the generality of the undertakings pursuant to this Section 7.1(a)(ii), each of the Sellers and Buyer agrees to assist and cooperate with the other party if the other party contests and resists any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) that would materially delay, restrain, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement and the Collateral Agreements. (b) In addition to the specific obligations ...
Sample 1

Related to Cooperation and Transition Services

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Transition Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Purchaser from and after the Closing.

  • Transition Planning The AGENCY will be responsible for the development of the student’s Transition Plan, which begins upon entry and is completed prior to the student’s exit.

  • 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.

  • Consultation Services The company hereby employs the consultant to perform the following services in accordance with the terms and conditions set forth in this agreement: The consultant will consult with the officers and employees of the company concerning matters relating to the management and organization of the company, their financial policies, the terms and conditions of employment, and generally any matter arising out of the business affairs of the company.

  • Agreement to Provide Services Xxxxxxx Sachs hereby engages the Contract Underwriter, and the Contract Underwriter hereby agrees, to provide the following Services: (a) establish and maintain (or assist the Company in establishing and maintaining) relationships with owners of Contracts who are its customers or customers of other broker-dealers with whom it has entered into agreements to sell the Contracts (“Selling Dealers”); (b) provide Contract owners with “personal services” (within the meaning of NASD Conduct Rule 2830(b)(9)); (c) assist in the preparation of advertisements and other sales literature for the Contracts that describes or discusses the Funds; (d) provide sales compensation to representatives of the Contract Underwriter; (e) pay money to Selling Dealers for any of the foregoing purposes; and (f) perform any additional services primarily intended to result in the distribution of the Contracts and the sale of the Service Shares to the Company.

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

  • ADMINISTRATION SERVICES When a medical prescription drug is administered by infusion, the administration of the prescription drug may be covered separately from the prescription drug. See Infusion Therapy - Administration Services in the Summary of Medical Benefits for benefit limits and the amount you pay. Prescription drugs that are self-administered are not covered as a medical benefit but may be covered as a pharmacy benefit. Please see Pharmacy Prescription Drugs and Diabetic Equipment or Supplies – Pharmacy Benefits section above for additional information. Site of Care Program For some medical prescription drugs, after the first administration, coverage may be limited to certain locations (for example, a designated outpatient or ambulatory service facility, physician’s office, or your home), provided the location is appropriate based on your medical status. For a list of medical prescription drugs that are subject to this Site of Care Program, visit our website. Preauthorization may be required to determine medical necessity as well as appropriate site of care. If we deny your request for preauthorization, or you disagree with our determination for the appropriate site of care, you can submit a medical appeal. See Appeals in Section 5 for information on how to file a medical appeal.

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