Other Transition Matters. 10.1. Between the Execution Date and the Transition Date with respect to each Facility, each Tenant agrees (a) to operate such Facility in the ordinary course of business as currently operated and otherwise in compliance with the terms and conditions of the Leases and (b) not to enter into any new Contracts (or otherwise amend or modify any Contracts) with respect to any Facility, unless such new, amended or modified Contract may be terminated on not more than thirty (30) days’ prior notice without payment of any fee or penalty, and (c) to maintain the FF&E in a manner consistent with Tenants’ past practices.
Other Transition Matters. Upon request with reasonable advance notice, Sellers agree to accompany Purchaser on visits to up to five (5) customers of the Business for purposes of transitioning the account. Sellers further agree to provide reasonable assistance to Purchaser in the transition of the Business, including without limitation customer service, MIS and marketing functions relating to the Business. All such assistance shall be provided at no cost to Purchaser.
Other Transition Matters. (a) All payments and reimbursements made by any third party in the name of or to Seller or any of its Affiliates in connection with or arising out of the Business shall be held by Seller or such Affiliate in trust for the benefit of Purchaser and the Company and they shall, within the timeframe set forth in the Transition Services Agreement after receipt of any such payment or reimbursement pay over to Purchaser the amount thereof, together with all corresponding notes, documentation and information received in connection therewith.
Other Transition Matters. Prior to the Closing, the Company will take the actions listed on Schedule 9.6 (the “Transition Actions”). The Company shall cooperate with Purchaser in implementing the Transition Actions and shall keep Purchaser fully and timely informed with respect to all matters related thereto.
Other Transition Matters. Prior to the Closing, Purchaser and Sellers agree to negotiate in good faith to agree upon an amendment (the “TSA Amendment”) to the Transition Services Agreement between Purchaser and the Company, dated as of April 1, 2015 (the “TSA”), pursuant to which the TSA will be amended to provide that (a) Purchaser will provide or cause to be provided to the Sellers, any services associated with the Purchased Assets as are reasonably required to facilitate the administration, winddown and liquidation of the Sellers’ estates, the direct out-of-pocket costs and expenses associated with which services shall be paid by Sellers, (b) between the Closing and the latest Deferred Closing, Sellers shall, and shall cause each Purchased Company subject to a Deferment Election to, provide Purchaser and its designated Affiliates (and/or any other Person to whom Purchaser assigns the right to receive assignment of any Sourcing Assets hereunder) with such transition services as are reasonably necessary to provide Purchaser with the benefit of the Sourcing Business (including the importation of private label products) (which transition services may be identified by Purchaser on an ongoing basis prior to, at or following the Closing Date) in a manner consistent with the types and level of services provided by the Sellers and each such Purchased Company with respect to the operation of the Sourcing Business at any time during the twelve (12) month period prior to the Filing and that complies with applicable material Laws, the direct out-of-pocket costs and expenses associated with which services shall be paid by Purchaser and (c) Purchaser will be permitted to (i) add to Annex I to Schedule A to the TSA as a “Leased Employee” (as such term is used in the TSA) any Seller Employee and (ii) add to Annex II to Schedule A to the TSA as a “TSA Contract” (as such term is used in the TSA) any Contract that would be a Store Licensee Contract, Sourcing Contract or IP Contract if Purchaser elects to assume it following the date hereof.
Other Transition Matters. After the Closing Date, Seller's Parent and Seller shall fully cooperate to transfer to Buyer the full ownership, control and enjoyment of the Acquired Companies, and shall promptly deliver to Buyer all documents and other items received by Seller's Parent or Seller or found to be in their possession that pertain primarily to the Acquired Companies.
Other Transition Matters. All payments and reimbursements made by any third party in the name of or to Seller or any of its Affiliates in connection with or arising out of the Business shall be held by Seller or such Affiliate in trust for the benefit of Purchaser and the Company and they shall as soon as possible but in any event within five (5) Business Days of receipt thereof pay over to Purchaser the amount thereof, together with all corresponding notes, documentation and information received in connection therewith.
Other Transition Matters. Upon request with reasonable advance ------------------------ notice, Seller agrees to accompany Purchaser on visits to customers of the Business for purposes of transitioning customer accounts. All such assistance shall be provided at no cost to Purchaser for a period up to sixty (60) days following the Closing, provided, however, that Purchaser shall reimburse Seller for any reasonable out of pocket travel expenses incurred by Seller in connection with such assistance.
