Common use of Transition Items Clause in Contracts

Transition Items. The Assumed Liabilities shall become the responsibility of the Purchaser as of the Effective Time (which term is defined in Section 3.1 hereof) Seller and Purchaser hereby agree to the following terms in relation to this transition of responsibility: (a) Seller will cooperate with Purchaser’s sales and service representatives to ensure a smooth transition of the Business to Seller. This cooperation shall include but not be limited to participating in joint conference calls with customers and Purchaser’s sales and/or services representatives as reasonably requested by Purchaser. (b) Purchaser will not be responsible for any costs associated with discharging the duties inherent in the Assumed Liabilities until the Effective Time. (c) All sales funnels, active quotations, and order backlogs are part of the Assets, and Seller will cooperate with Purchaser and customers to transition these assets to Purchaser.