Other Transition Services. (a) Seller will use commercially reasonable efforts to provide to the Company, in materially the same manner and extent as provided prior to the Closing, from the Closing Date through May 31, 2014 (i) IT (information technology) support, (ii) finance/accounting support, and (iii) ordinary course of business payroll administration (together, the “Services”). Seller will invoice the Company $1,544.00 on the first day of each month for the Services. The Company shall pay for the Services within thirty calendar days of receipt of invoice.
Other Transition Services. Operator shall, in accordance with the Agreement, the Transition Plan and the budget included therein:
Other Transition Services. Spinco shall provide to the Aetna Group the following services (together with the IT Services, the "SPINCO-PROVIDED SERVICES"): (i) the services set forth on Schedule lB including Systems Support, as such may be amended by the parties; (ii) any other services that (a) the Aetna Business, as conducted in the ordinary course prior to the Distribution Date, received in whole or part from the Spinco Group or in reliance upon or in connection with the Spinco Assets (but, in the case of a service provided only in part by the Spinco Group, only to the extent such service was provided in the ordinary course prior to the Distribution Date by the Spinco Group), (b) are identified in writing by Aetna to Spinco within forty-five (45) calendar days following the Distribution Date and (c) are reasonably needed in order to conduct the operations of the Aetna Business, as conducted in the ordinary course prior to the Distribution Date, and the reasonable growth thereof, consistent with the historical provision of such services and the other terms of this Agreement, or otherwise upon pricing and other terms and conditions reasonably acceptable to Spinco and Aetna; and (iii) reasonable additional incidental services as Aetna needs to conduct its business, as conducted in the ordinary course prior to the Distribution Date, and the reasonable growth thereof; PROVIDED, that such services (a) were provided by Spinco to Aetna to in the ordinary course prior to the Distribution Date and (b) are provided upon pricing and other terms consistent with the historical provision of such services and the other terms of this Agreement.
Other Transition Services. In the event Limited Brands is required to provide transition services to the Company in response to a discovery request made to the Company that relates to electronically stored data (“ESI Services”), the ESI Services will be provided under a Specific Billing method to be negotiated in good faith by the parties which will take into account the Cost Components associated with providing the ESI Services to the Company, plus a five percent (5%) Administrative Charge. If the Company and Limited Brands mutually agree that Limited Brands will provide any services not specifically covered by this Schedule I (“Requested Project”), the Requested Project will be provided under a Specific Billing method to be negotiated in good faith by the parties which will take into account the Cost Components associated with providing the Requested Project services to the Company, plus a five percent (5%) Administrative Charge and the parties will further negotiate and specify in writing the timing of the implementation of the Requested Project and any other supplemental terms relevant to providing the Requested Project. The parties agree specifically to discuss the INSIGHT implementation and to mutually determine whether this implementation should be provided to the Company under this Section 3.2.
Other Transition Services. During the Transition Period, Seller Entities will, without further consideration, execute and deliver such other instruments of conveyance and transfer, and take such other action as Purchaser may reasonably request (i) to more effectively convey, transfer to and vest in Purchaser and to put Purchaser in possession of the Purchased Assets and the Acquired Business Operations, (ii) in the case of Contracts, Permits and rights, if any, which cannot be transferred to Purchaser effectively without the consents of other Persons, to use reasonable best efforts to obtain such consents promptly following the Closing Date, and if any such consents cannot be obtained, to cooperate in any reasonable arrangement designed to obtain for Purchaser all benefits and privileges of the applicable Contract or Permit without limitation on the conduct of the Acquired Business Operations while also protecting Seller Entities from continuing liabilities or obligations thereunder, and (iii) to efficiently transition any Hired Employees without disrupting the day to day operations of Seller Entities or Purchaser.
Other Transition Services. Commencing on the AES Asset Transfer Date, Seller will provide to Purchaser upon request the services described in Schedule B of this Agreement (such services being hereinafter referred to individually as a "Transition Service" and collectively as "Transition Services"). Purchaser's use of Transition Services shall be solely for purposes related to Purchaser's conduct of manufacturing operations using the employees hired and equipment and inventory acquired from Seller pursuant to the Master Agreement. Purchaser's acknowledges that Seller's ability to provide Transition Services may be impaired and limited by Purchaser's hiring of Seller's former workforce. Therefore, the terms of this Section shall not apply to services for which related employees or equipment have been transferred to Purchaser pursuant to the terms of the Master Agreement.
Other Transition Services. Limited Brands will assist Xxxxxx in Xxxxxx’x project to complete the installation, training and implementation of the “Power by Hour” PC-based labor scheduling system and process for Xxxxxx Limited Brands will also provide the necessary information technology services and support to make any changes to Xxxxxx’x payroll system as a result of Xxxxxx no longer being a Limited Brands Entity following the Closing.
Other Transition Services. On or before the Termination Date Consultant will transfer possession to the Company of any assets purchased for the Company’s account for the Systems. Consultant will cooperate with the Company to have any such assets titled in Consultant’s name retitled in the Company’s name, including delivery of proper title documents, assignments, or otherwise, as applicable, provided that Consultant will be responsible for any transfer or similar taxes. During the period prior to the Termination Date, Consultant will provide the Company with respect to the Systems all of the services and assistance described on Schedule 2.5 hereto under the heading “Pre-Termination Date,” subject to the terms thereof and provided that the Company will reimburse Consultant for any out-of-pocket third party costs in providing such services and assistance that are not otherwise reimbursed under the Consulting Agreement. During the specified periods after the Termination Date, Consultant will provide the Company with respect to any of the Systems, any of the services and assistance described on Schedule 2.5 hereto under the heading “Post-Termination Date,” if and to the extent requested by the Company, subject to the terms thereof and provided that the Company will reimburse Consultant for any out-of-pocket third party costs in providing such services and assistance.
Other Transition Services
