Services from Affiliates. The Buyer acknowledges that the Seller and its Affiliates currently provide certain services and benefits in connection with the Products. The Buyer further acknowledges and agrees that all such services and benefits shall cease, and any agreement in respect thereof shall terminate with respect to any Product as of the Closing.
Services from Affiliates. The Buyer acknowledges that the MRT Program currently receives from the Seller and its Affiliates certain services and benefits, including IT services and the benefit of the use of IT assets of the Seller and its Affiliates. Other than as may be provided pursuant to the terms of the Transition Services Agreement, the Buyer further acknowledges and agrees that all such services and benefits shall cease, and any agreement in respect thereof shall terminate with respect to the MRT Program as of the Closing, and thereafter the sole obligation of the Seller and its Affiliates with respect to the provision of any services with respect to the MRT Program shall be as set forth in the Transition Services Agreement. The foregoing shall in no way limit the express representations or warranties of the Seller contained in Article II, including representations or warranties in Section 2.13.
Services from Affiliates. Buyer acknowledges that the Company currently receives from Seller and its Affiliates certain services and benefits, including IT services and the benefit of the use of IT assets of Seller and its Affiliates. Other than as may be provided pursuant to the terms of the Transition Services Agreement, Buyer further acknowledges and agrees that all such services and benefits shall cease, and any agreement in respect thereof shall terminate with respect to the Company and the Business as of the Closing, and thereafter the sole obligation of Seller and its Affiliates with respect to the provision of any services with respect to the Business shall be as set forth in the Transition Services Agreement or pursuant to the terms of any Contract entered into by Seller or any of its Affiliates upon or after, or effective upon or after, the Closing. Other than as set forth in the Transition Services Agreement, Buyer agrees to, and to cause the Company to, reasonably cooperate with Seller and its Affiliates to ensure that Buyer, the Company and their respective Affiliates shall not access the IT assets of Seller and its Affiliates, including email accounts, after the Closing.
Services from Affiliates. Purchaser acknowledges that the Transferred Subsidiary and KI currently receive or benefit from certain administrative and corporate services and benefits provided by UCB or its affiliates, including information technology, patient or consumer services, government pricing reporting support for Medicare, accounting and payroll and back office services and processing, financial systems, treasury services (including banking, insurance, administration, taxation, tax preparation and internal audit), product support services (including product hotline services for customers to report advents), medical information, pharmacovigilance, risk management, corporate communications, human resources and personnel services and travel services. Other than as may be provided pursuant to the terms of the Transitional Services Agreement, Purchaser further acknowledges that all such services and benefits shall cease, and any agreement in respect thereof shall terminate with respect to the Transferred Subsidiary and KI as of the Closing Date, and thereafter, UCB’s and its affiliates’ sole obligation with respect to the provision of any services with respect to the Transferred Subsidiary and KI shall be as set forth in the Transitional Services Agreement.
Services from Affiliates. Other than as may be provided pursuant to the terms of any Ancillary Agreement, Buyer acknowledges and agrees that any and all administrative, corporate and other services and benefits provided to the Product Business by Seller or its Affiliates (other than the Purchased Subsidiary) prior to the Closing (including pursuant to any Affiliate Contract) shall cease, and any agreement in respect thereof shall terminate with respect to the Product Business, as of the Closing Date, and thereafter, Seller’s and its Affiliates’ sole obligation with respect to the provision of any services with respect to the Product Business shall be as set forth in the Ancillary Agreements.
Services from Affiliates. Purchaser acknowledges that the Business currently receives from Seller and certain of its affiliates certain administrative and corporate services and benefits, including information technology, telecommunications, shipping, office supplies, media subscriptions, shared content, internet security and other tools, software and consulting. Other than as may be provided pursuant to the terms of the Transitional Services Agreement, Purchaser further acknowledges that all such services and benefits shall cease, and any agreement in respect thereof shall terminate with respect to the Business, as of the Closing Date and thereafter Seller’s sole obligation with respect to the provision of any services with respect to the Business shall be as set forth in the Transitional Services Agreement.
Services from Affiliates. Xxxxx acknowledges that the Transferred Company currently receives or benefits from the Shared Services. Other than as may be provided pursuant to the terms of the Ancillary Agreements, Buyer further acknowledges that all such Shared Services shall cease, and any agreement in respect thereof shall terminate with respect to the Transferred Company as of the Closing Date, and thereafter, Seller’s and its Affiliates’ sole obligation with respect to the provision of any services with respect to the Transferred Company shall be as set forth in the Ancillary Agreements. From and after the Closing, Buyer and its Affiliates (including the Transferred Company) shall have no liabilities or obligations with respect to any Shared Services, except to the extent provided for in the Ancillary Agreements. Section 6.09.
Services from Affiliates. Other than as may be provided pursuant to the terms of the Transitional Services Agreement, Purchaser acknowledges and agrees that any and all administrative, corporate and other services and benefits provided by Seller or its Affiliates in connection with the operation of the Chelsea Facility prior to the Closing shall cease, and any agreement in respect thereof shall terminate with respect to the operation of the Chelsea Facility, as of the Closing Date, and thereafter, Seller’s and its Affiliates’ sole obligation with respect to the provision of any services with respect to the operation of the Chelsea Facility shall be as set forth in the Transitional Services Agreement.
Services from Affiliates. Purchaser acknowledges that the MMIS Business currently receives or benefits from certain shared management and administrative and corporate services and benefits provided by Seller or another member of the Remaining Seller Group, including management, operations and information technology (including information technology support and website hosting and data center services), customer service, finance, accounting and payroll and back office services and processing, financial systems, treasury services (including banking, insurance, administration, taxation and internal audit), office space, facilities and office management services, business development and marketing services, product support services, procurement services, risk management, corporate communications, general administrative services, executive and management services, legal services, human resources and personnel services and travel services. Purchaser further acknowledges that, subject in all respect to the terms and conditions of this Agreement and the Ancillary Agreements, all such services and benefits shall cease, and any agreement in respect thereof shall terminate with respect to the MMIS Business, as of the Closing Date, and thereafter, Seller’s and its respective Affiliates’ sole obligation with respect to the provision of any services with respect to the MMIS Business shall be as set forth in this Agreement (including pursuant to Section 2.06, Section 2.07 and this Article VI) or in any Ancillary Agreements.
Services from Affiliates. Buyer acknowledges that the Business has received or benefited from certain administrative and corporate services and benefits provided by Seller or its Affiliates, including operations and information technology (including information technology support and website hosting and data center services), customer service, finance, accounting and payroll and back office services and processing, financial systems, treasury services (including banking, insurance, administration, taxation and internal audit), office space, facilities and office management services, business development and marketing services, product support services, procurement services, risk management, corporate communications, general administrative services, executive and management services, legal services, human resources and personnel services and travel services. Other than as may be provided
