Buyer Transition Services Sample Clauses

Buyer Transition Services. 44 Cambridge......................................................................1
Sample 1
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Buyer Transition Services. Subject to the terms and conditions of this Agreement, Seller shall use commercially reasonable efforts to provide, or to cause to be provided, to Buyer the services set forth in Exhibit A (“Buyer Transition Services”) from and after the Effective Date until the earlier of (a) six (6) months following the Effective Date, or (b) Buyer’s written notice to Seller advising Seller that the Buyer Transition Services, or any certain component thereof, are no longer required by Buyer (the “Buyer Transition Period”). To the extent that a Seller Shared Use Asset was not split or segregated by Closing pursuant to Section 6.7(d) of the Asset Purchase Agreement, Seller agrees to use commercially reasonable efforts to allow Buyer to continue to use such Seller Shared Use Asset during the Term (as defined in Section 8.1 below), passing through to Buyer any costs and any benefits directly related to Buyer’s use of such Seller Shared Use Asset, and to continue to work in good faith during the Term to split or segregate such Seller Shared Use Asset. For the avoidance of doubt, Buyer shall have the right to terminate one or more specific Buyer Transition Services prior to the date that is six (6) months following the Effective Date, while continuing other Buyer Transition Services.
Sample 1
Buyer Transition Services. Upon the terms and subject to the conditions set forth in this Agreement, Buyer will provide, or cause to be provided, to Sellers for the purpose of transitioning to Sellers certain assets and operations unrelated the Business (the “Seller Purpose”), each of the services to be provided or procured by the Seller under this Agreement, including all services listed in Appendix B, which is attached to and made part of this Agreement (each such service described thereon is referred to individually as a “Buyer Transition Service”, and collectively as the “Buyer Transition Services”), during the time period for each Buyer Transition Service set forth on Appendix B (hereinafter referred to as the “Buyer Service Time Periods”). (c)
Sample 1

Related to Buyer 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.

  • 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;

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

  • 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.

  • 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.

  • Disposition Services The Manager shall:

  • Tax Reclamation Services May be subject to additional charges depending upon the service level agreed. Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[ ] per claim. Out of Pocket Expenses § Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred. § A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate. § SWIFT reporting and message fees.

  • The Services Custodian shall provide to the Funds the services described in Exhibit A attached hereto (which services are hereinafter referred to as the “Services”). The Funds shall, promptly after the date hereof, deliver or cause to be delivered to Custodian copies of all documents and information listed on Schedule II to this Loan Servicing Agreement relating to the loans or loan commitments (the “Loans”) being serviced for the loan portfolio(s) described on Exhibit A-1 (the “Portfolio(s)”).

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