Transition Matters. The Consultant shall render such ------------------ services to Purchaser as the Consultant and the President of the Purchaser (or his designee) shall mutually agree with respect to (i) Purchaser and Company business matters relating to the transition period prior to and following the Merger and (ii) integration of the business of the Company with the business of Purchaser.
Transition Matters. (a) Promptly after the date hereof, Parent and the Company each shall designate three persons (the "Transition Coordinators") to, subject to applicable laws relating to the exchange of information, facilitate a full exchange of information concerning the business, operations, capital spending and budgets and financial results of Parent and the Company and to identify ways in which the operations of Parent and the Company can be consolidated or coordinated. The Transition Coordinators shall meet at least monthly in person and shall meet together quarterly with the Chief Executive Officers of Parent and the Company. From and after the date hereof, Parent and the Company agree that they shall consult with each other regarding all material business plans and decisions.
Transition Matters. Effective as of the Closing, the Transferred Employees shall cease active participation in all Employee Benefit Plans of Seller (or its applicable Affiliates). Seller (or its applicable Affiliates) shall pay, in accordance with Seller’s customary practice, to all Transferred Employees all accrued salary or wages, including overtime, vacation pay, all bonus or incentive pay due in connection with the 2017 and other applicable performance year(s), or other benefits to which they are entitled under the Employee Benefit Plans of Seller (or its applicable Affiliates) as of immediately prior to the Closing. For the avoidance of any doubt, Seller shall pay to Transferred Employees all bonus or incentive compensation, if any, calculated in accordance with Seller’s customary practice with respect to the period prior to the Closing Date, whether or not such incentive compensation is subject to any continued service requirement. Buyer and Seller intend that the transactions contemplated by this Agreement should not constitute a separation, termination or severance of employment of any Transferred Employee for purposes of any Employee Benefit Plan that provides for separation, termination or severance benefits, and that each such Transferred Employee will have continuous employment immediately before and immediately after the Closing. All Liability and Claims relating to the employment and compensation of any Transferred Employee on and after the Closing shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold harmless Seller, its Affiliates and their Representatives for any and all Losses incurred by Seller, its Affiliates or their Representatives arising out of or related to Buyer’s (or its Affiliate’s) employment of any Transferred Employee following the Closing.
Transition Matters. Effective as of the Closing, the Transferred Employees shall cease active participation in all Employee Benefit Plans of Seller (or its applicable Affiliates). Seller (or its applicable Affiliates) shall pay, in accordance with Seller’s customary practice, to all Transferred Employees all accrued salary or wages, including overtime, vacation pay or other benefits to which they are entitled under the Employee Benefit Plans of Seller (or its applicable Affiliates) as of immediately prior to the Closing. Buyer and Seller intend that the transactions contemplated by this Agreement should not constitute a separation, termination or severance of employment of any Transferred Employee for purposes of any Employee Benefit Plan that provides for separation, termination or severance benefits, and that each such Transferred Employee will have continuous employment immediately before and immediately after the Closing. All Liability and Claims relating to the employment and compensation of any Transferred Employee on and after the Closing shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold harmless Seller, its Affiliates and their Representatives for any and all Losses incurred by Seller, its Affiliates or their Representatives arising out of or related to Buyer’s (or its Affiliate’s) employment of any Transferred Employee following the Closing.
Transition Matters. Buyer acknowledges and agrees that on the Closing Date, Buyer and its Affiliates shall cease and permanently discontinue all uses of the “XXXX” name, any trademarks associated therewith and any derivatives thereof (together, the “XXXX Name”) and the “AIRBUS” name, any trademarks associated therewith and any derivatives thereof (together, the “AIRBUS Name”) and complete the removal of the XXXX Name and AIRBUS Name from all assets, properties and materials of or related to the Business, including all products, technical information and promotional materials. Notwithstanding the foregoing, Buyer shall be permitted to use the XXXX Name: (a) on invoices, products, technical information and other deliverables to the extent specifically required for Buyer to comply with the requirements of any Government Contract that is an Assigned Contract until the novation thereof, and (b) for ninety (90) days following the Closing Date, on finished goods and inventory bearing the XXXX Name existing as of Closing, to the extent that it is impracticable for Buyer to remove the XXXX Name from such finished goods and inventory; provided that Buyer shall indemnify and hold Seller harmless from and against all Losses incurred or sustained by, or imposed upon, Seller based upon, arising from or relating to Buyer’s use of the XXXX Name. Buyer, for itself and its Affiliates, agrees that from and after the Closing Date that Buyer and its Affiliates (a) will not expressly, or by implication, do business as or represent themselves as Seller, or (b) with respect to products or services sold or provided by them after the Closing Date, will not represent that such products or services are those of Seller. Buyer, for itself and its Affiliates, acknowledges and agrees that neither Buyer nor any of its Affiliates shall have any rights in the XXXX Name or the AIRBUS Name and neither Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of Seller or any of its Affiliates in or to the XXXX Name or the AIRBUS Name.
Transition Matters. 30 SECTION 5.2 CONDUCT OF BUSINESS BY PARENT AND TELEMATE PENDING THE MERGER...........................31 SECTION 5.3 ACQUISITION TRANSACTIONS................................................................33
Transition Matters. (a) Commencing following the date hereof, TD Banknorth and Hxxxxx United shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts to facilitate the integration of the businesses and operating systems of Hxxxxx United and its Subsidiaries with those of TD Banknorth and its Subsidiaries following the Effective Time.
Transition Matters. Prior to the Closing Date, each of VFL and Purchaser shall (i) provide the other party with access to individuals reasonably specified by such other party to plan the transition of the Business to Purchaser, (ii) designate certain individuals (subject to the other party's reasonable approval) to serve as members of a transition team and cause such individuals to devote reasonable amounts of time to transition matters, (iii) devote reasonable resources to transition matters, and (iv) cooperate with Purchaser and the Authorized Administrator in its development work pertaining to systems, products, distribution and customer and producer services.
Transition Matters. Promptly after the date hereof, and in any event within five (5) Business Days thereafter, Seller and Buyer shall appoint a transition team which transition team shall:
Transition Matters. The Parties and/or the appropriate members of each of their respective Groups shall negotiate in good faith and enter into such agreements relating to the transition of the Xxxxx Xxxxxxx Business, Xxxxx Xxxxxxx Assets and Xxxxx Xxxxxxx Liabilities to the Xxxxx Xxxxxxx Group as may be jointly determined by the Parties to be necessary or desirable. The Parties currently contemplate that such agreements will include, without limitation, the following specific agreements:
