Post-Closing Transition Services Sample Clauses
The Post-Closing Transition Services clause outlines the obligations of the seller to provide certain support or services to the buyer after the completion of a transaction. Typically, this may include assistance with IT systems, accounting, human resources, or other operational functions for a defined period to ensure a smooth handover. By specifying the scope, duration, and terms of these services, the clause helps prevent operational disruptions and facilitates a seamless transition of business activities from seller to buyer.
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Post-Closing Transition Services. Seller agrees to provide, at its expense, transition services, including accounting, administrative and IT support services for a period of six weeks from the Closing Date. In addition, Seller also agrees to provide one dedicated resource to support integration for six weeks from the Effective Date.
Post-Closing Transition Services. For a period of 180 days after the Closing Date, the Company shall have the right to request the reasonable assistance of employees of ▇▇▇▇▇▇▇ Properties, Inc. with respect to transition issues and questions relating to the Company’s properties and operations, and such employees shall use commercially reasonable efforts to assist the Company with such requests during normal business hours on a consulting basis in accordance with the terms and conditions of the reimbursement arrangements between the Company and the ▇▇▇▇▇▇▇ Companies as described in the Company Exchange Act Reports and in Exhibits 10.8.1, 10.8.2 and 10.8.3 to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2013.
Post-Closing Transition Services. The Transferors and Corinpa shall cooperate with the Acquirer after Closing Phase I and Closing Phase II by rendering those services which may be necessary in order to ensure a smooth transition of the transfer of the Business, such as payrolls, accounting, computer systems or similar services.
Post-Closing Transition Services. For a period of up to nine (9) months following the Closing Date, if requested by Buyer, Seller shall support the transition of the Business to Buyer by providing transition services to Buyer pursuant to the Transition Services Agreement.
Post-Closing Transition Services. For a period of 90 days from the Closing (which period shall be extended an additional 30 days at Purchasers’ request), Sellers shall provide reasonable assistance and cooperation to Purchasers to effect the orderly and efficient transfer of the Purchased Assets hereunder, including providing Purchasers with documents and information reasonably requested by Purchasers, making Sellers personnel reasonably available to Purchasers by telephone and e-mail, and providing other assistance and cooperation as may be reasonably necessary to transition to Purchasers the Purchased Assets; provided, however, that, notwithstanding the foregoing, in no event shall Sellers or their Affiliates be required to (a) retain more than five employees who would have otherwise been terminated in connection with providing such assistance or cooperation or (b) hire any additional employees or outside agents or consultants in order to provide such assistance or cooperation. Any out-of-pocket costs and expenses incurred by Sellers or their Affiliates in connection with providing the cooperation and assistance contemplated by this Section 6.32 shall be promptly reimbursed by Purchasers upon receipt of a reasonably detailed invoice from Sellers therefor.
Post-Closing Transition Services. The Company shall enter into the Transition Services Agreement pursuant to which the Company will provide such usage and maintenance services as the Purchaser deems reasonably necessary for the continued operation of the Purchased Assets for a period of up to one year following the Closing, as more fully set forth in the Transition Services (the “Transition Services”). As consideration for the Transition Services, and as provided further in the Transition Services Agreement, the Purchaser shall reimburse the Company for documented out-of-pocket costs and expenses reasonably incurred by the Company in the provision of requested Transition Services, including, without limitation, fees and payments to third-party service providers or subcontractors and payments made to employees of the Company as provided in the Transition Services Agreement.
Post-Closing Transition Services. For a period of time after the Closing not to exceed four (4) months, at Buyer’s request Seller shall, and shall cause its Affiliates to: (a) use commercially reasonable efforts using its then existing employees to assist Buyer in establishing the procedure by which customers of the Business following the Closing may make all claims related to warranty liability and other obligations with respect to servicing, repairing or replacing any products delivered by Seller or its Affiliates to a customer of the Business on or prior to the Closing Date; and (b) use commercially reasonable efforts using its then existing employees to comply with all other reasonable requests of Buyer which are related or incidental to the transition, or the continued operation, of the Business by Buyer.
Post-Closing Transition Services. Seller shall provide certain services to Purchaser after the Closing Date as set forth in the Transition Services Agreement.
Post-Closing Transition Services. If Buyer desires post-Closing transition services to be provided by Seller personnel outside of the scope of the cooperation covenants set forth in this Agreement, Buyer shall contract for such services directly with Seller and shall not directly engage, hire, attempt to hire or otherwise employ any then current employee of Seller after the Closing. Seller shall make commercially reasonable efforts to make such services available to Buyer on a timely basis; however, the provision of such services shall not cause Seller personnel to fail to properly and diligently perform duties required by Seller. All charges for such services will be charged to Buyer at Seller's hourly base salary cost plus twenty percent (20%). Buyer shall pay all Seller invoices for such services within fifteen (15) days of presentment.
Post-Closing Transition Services. (a) For a period of up to nine (9) months following the Closing Date, if requested by Buyer, Seller shall support transfer of manufacturing of Revo Squared Products by (i) introducing Buyer to representatives of all suppliers utilized by Seller in the manufacturing of the Revo Squared Products, including without limitation suppliers of digital x-ray and ultrasound products, and (ii) using Seller’s best efforts to cause each such supplier to supply goods to Buyer (to the extent it is not already doing so), including without limitation, waiving any confidentiality, non-competition or other restrictions in Seller’s supplier agreements that would prohibit such suppliers to serve as a supplier to Buyer after the Closing.
(b) For a period of up to eighteen (18) months following the Closing Date, if requested by Buyer, Seller shall assist Buyer in manufacturing Revo Squared Products by procuring Revo Squared Products and components used in the manufacturing thereof for Buyer’s benefit and at Buyer’s expense.