Common use of Transition Matters Clause in Contracts

Transition Matters. (i) Except as set forth in Section 5.27(b)(iii), Sellers will provide the IT Services for a period of not more than twenty-four (24) months (the "Transition Period"), commencing upon Closing. (ii) Within sixty (60) days after the Contract Date, Purchaser, LLANY and Sellers will use their respective commercially reasonable efforts to jointly develop a detailed plan (the "IT Transition Plan") which shall identify the IT Services that Purchaser and LLANY wish to buy from the Product Guide during the Transition Period; provided that applications support services labor will be limited to production support for Shared Systems, Y2K Obligations and Shared Y2K Obligations, and reasonable efforts for migrating the Direct Systems and the Shared Systems to Purchaser. Upon sixty (60) days written notice to Sellers, Purchaser and LLANY may add to the IT Services that they wish to buy or terminate any one or more of such IT Services. The IT Transition Plan shall include, among other items, a specific implementation plan for the Y2K Obligations (as defined below) to be provided by Sellers. The implementation plan will identify the information technology Dedicated Employees who shall be available to Sellers to perform services reasonably required by Sellers to comply with the Y2K Obligations. During the period from January 1, 1999 through March 31, 1999, any information technology Dedicated Employee who is a Transferred Employee and who is reasonably required by Sellers to comply with the Y2K Obligations pursuant to the implementation plan referred to in the immediately preceding sentence shall remain under the immediate supervision and direction of the Sellers' information technology managers responsible for the implementation of the Y2K Obligations. (iii) From Closing through March 31, 1999, Sellers shall retain responsibility for Year 2000 remediating for the Direct Systems as described in Section 5.27(c) ("Y2K Obligations"); provided however, that except as set forth in Section 5.27(c), there shall be no Y2K Obligations for the following applications which are described on Schedule 3.06(A): ACS/PRODUCER PAYROLL, ACS COMMISSION SYSTEM BRIDGES, FASTFORMS, INSGIFT, INSMARK, KETLEY BACKROOM TECHNICIAN, ▇▇▇▇▇ ▇▇▇▇▇, FINA-EASE, NUMBER CRUNCHER, INTEFLEX/WINF LEX, ESTATE TAX CONCEPTS, 1998 TAX FACTS, FIELD GUIDE and CRESCENDO. After March 31, 1999 and until the end of the Transition Period, Sellers shall provide only computing, distributed computing and telecommunications services for the Direct Systems. (iv) Sellers shall have control of all aspects of the Shared Systems prior to and after Closing. Sellers will maintain such systems in accordance with their own business objectives and, in no event, will Sellers upgrade, modify or change the Shared Systems to accommodate Purchaser's or LLANY's business needs. Sellers will, however, offer ongoing production support and transition-related services in connection with the Shared Systems. (v) Purchaser and LLANY will comply with Sellers' IT security, code asset management, and other environmental standards of which they have been given reasonably sufficient notice. Such standards include, without limitation, upgrading Direct Systems so as to remain compatible with Sellers' operating environment. Notwithstanding the foregoing, Purchaser may elect not to participate in upgrades provided that Purchaser pays all costs associated with such election not to upgrade.

Transition Matters. (a) From and after the date hereof and prior to the Closing, Seller Parent and each Seller shall use commercially reasonable efforts to complete the matters described on Schedule 5.13(a) prior to, and continuing through, the earlier of the completion of any such matter and the Closing, including by using commercially reasonable efforts to (i) Except as set forth in Section 5.27(b)(iiimake available, or cause to be made available, employees or other service providers capable of addressing the matters described on Schedule 5.13(a), Sellers will provide (ii) cause such employees or other service providers to meet with Buyer and its representatives during regular business hours at such times and locations as Buyer or its representatives may reasonably request and (iii) provide, or cause to be provided, such reasonable information and reasonable assistance to Buyer and its representatives as Buyer and its representatives may reasonably request. (b) Seller Parent and each Seller shall, or shall cause the IT Services for a period of not more than twenty-four (24Companies and the Subsidiaries to, complete the matters described on Schedule 5.13(b) months (prior to the "Transition Period"), commencing upon Closing. (iic) Within sixty (60) days From and after the Contract Datedate hereof and prior to the Closing, Purchaserand in reasonable consultation and coordination with the Seller Parent and Sellers, LLANY Buyer shall have access to, and Sellers will the right to engage in discussions and other communications with, each of the Company Employees regarding benefits enrollment for 2014 and other onboarding-related matters, provided that such discussions and communications do not unreasonably interfere with work performance. (d) From and after the date hereof and prior to the Closing, Seller Parent and Sellers, on the one hand, and Buyer, on the other hand, shall use their respective commercially reasonable efforts to jointly develop a detailed plan (cooperate and consult in identifying those roles for new employees as are reasonably necessary for the "IT Transition Plan") which shall identify operation of the IT Services that Purchaser and LLANY wish to buy from Business of the Product Guide during the Transition Period; provided that applications support services labor will be limited to production support for Shared Systems, Y2K Obligations and Shared Y2K Obligations, and reasonable efforts for migrating the Direct Systems Companies and the Shared Systems Subsidiaries on a stand-alone basis (but otherwise as conducted prior to Purchaserthe Closing) at and after the Closing. Upon sixty (60) days written notice identification of such roles for new employees, Seller Parent and Sellers shall cause the Companies and the Subsidiaries to Sellersuse commercially reasonable efforts, Purchaser in reasonable consultation with and LLANY may add subject to the IT Services that they wish to buy or terminate any one or more consent of such IT Services. The IT Transition Plan shall include, among other items, a specific implementation plan for the Y2K Obligations Buyer (as defined below) to be provided by Sellers. The implementation plan will identify the information technology Dedicated Employees who shall be available to Sellers to perform services reasonably required by Sellers to comply with the Y2K Obligations. During the period from January 1, 1999 through March 31, 1999, any information technology Dedicated Employee who is a Transferred Employee and who is reasonably required by Sellers to comply with the Y2K Obligations pursuant to the implementation plan referred to in the immediately preceding sentence shall remain under the immediate supervision and direction of the Sellers' information technology managers responsible for the implementation of the Y2K Obligations. (iii) From Closing through March 31, 1999, Sellers shall retain responsibility for Year 2000 remediating for the Direct Systems as described in Section 5.27(c) ("Y2K Obligations"); provided however, that except as set forth in Section 5.27(c), there shall be no Y2K Obligations for the following applications which are described on Schedule 3.06(A): ACS/PRODUCER PAYROLL, ACS COMMISSION SYSTEM BRIDGES, FASTFORMS, INSGIFT, INSMARK, KETLEY BACKROOM TECHNICIAN, ▇▇▇▇▇ ▇▇▇▇▇, FINA-EASE, NUMBER CRUNCHER, INTEFLEX/WINF LEX, ESTATE TAX CONCEPTS, 1998 TAX FACTS, FIELD GUIDE and CRESCENDO. After March 31, 1999 and until the end of the Transition Period, Sellers shall provide only computing, distributed computing and telecommunications services for the Direct Systems. (iv) Sellers shall have control of all aspects of the Shared Systems prior to and after Closing. Sellers will maintain such systems in accordance with their own business objectives and, in no event, will Sellers upgrade, modify or change the Shared Systems to accommodate Purchaser's or LLANY's business needs. Sellers will, however, offer ongoing production support and transition-related services in connection with the Shared Systems. (v) Purchaser and LLANY will comply with Sellers' IT security, code asset management, and other environmental standards of which they have been given reasonably sufficient notice. Such standards includeincluding, without limitation, upgrading Direct Systems so as with respect to remain compatible with Sellers' operating environmentlevels and amounts of salary, benefits, and other compensation, and which consent shall not be unreasonably withheld, conditioned or delayed), to hire new employees (who shall be Company Employees hereunder) to fill such roles. Notwithstanding For the foregoingavoidance of doubt, Purchaser may elect in no event shall Buyer or any of its Affiliates have any liability in respect of (i) any such new employees in the event that the Closing does not to participate in upgrades provided that Purchaser pays all occur and (ii) any hiring or onboarding costs associated with such election not new employees. (e) Set forth on Schedule 5.13(e) is the team of Persons (and their contact information) designated by Seller Parent and Sellers, on the one hand, and Buyer, on the other hand (the “Transition Team”), that will oversee the planning and implementation of the matters set f▇▇▇ this Section 5.13. The parties shall ensure that their respective members of the Transition Team shall meet in person or telephonically at such times as are reasonably requested by Seller Parent or Buyer to upgradereview and discuss the status of, and any issues arising in connection with, the the planning and implementation of the matters set forth this Section 5.13. Each party may re-designate its respective members of the Transition Team from time to time; provided it shall notify the other party in writing of the name and contact information for the newly designated members of the Transition Team in accordance with Section 13.01.

Transition Matters. (ia) Except Buyer and Seller shall, and Seller shall cause Amedisys Holding, L.L.C. to, negotiate in good faith to seek to agree upon the terms of the Transition Services Agreement as soon as reasonably practicable following the parties’ execution and delivery of this Agreement. Buyer and Seller hereby acknowledge that it is anticipated that (a) the term of the Transition Services Agreement shall extend for approximately one hundred twenty (120) days following the Closing, (b) the Company shall be obligated under the Transition Services Agreement to reimburse Amedisys Holding, L.L.C. for all reasonable documented out-of-pocket costs and expenses incurred by it and its Affiliates in providing the mutually agreed upon transition services thereunder, and (c) the Transition Services Agreement shall provide for the Company to provide Amedisys Holding, L.L.C. and its Affiliates with such access to the Company’s scheduling system and such other support as is reasonably necessary for Amedisys Holding, L.L.C. and its Affiliates to wind-down the operations of Angel Watch Home Care, L.L.C., in each case on terms reasonably acceptable to Buyer and Seller. (b) During the period from the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 8.01, the Parties shall reasonably cooperate to determine whether any Person who is employed by the Seller or any of its Affiliates (excluding the Company) needs to be employed by the Company following the Closing (each, a “Transferring Employee”), and shall set forth the name of each Transferring Employee on Annex 6.11(b) prior to the Closing. The Parties agree that, except as otherwise provided in the Transition Services Agreement, the Parties shall reasonably cooperate to effect an orderly transition of any Transferring Employees to the Company effective as of the Closing Date (or such later date as set forth in Section 5.27(b)(iiithe Transition Services Agreement), Sellers will provide including that (i) each Transferring Employee shall be offered “at-will” employment with the IT Services for a period of not more than twenty-four (24) months (Company, and the "Transition Period"), commencing upon Closing. (ii) Within sixty (60) days after the Contract Date, Purchaser, LLANY Seller and Sellers will its Affiliates shall use their respective commercially reasonable efforts to jointly develop a detailed plan (assist the "IT Transition Plan") which shall identify the IT Services that Purchaser and LLANY wish to buy from the Product Guide during the Transition Period; provided that applications support services labor will be limited to production support for Shared Systems, Y2K Obligations and Shared Y2K ObligationsCompany with hiring each such Transferring Employee, and reasonable efforts (ii) the Seller (or its applicable Affiliate (excluding the Company) who is the employer of such Transferring Employee) shall be responsible for migrating the Direct Systems payment of, and shall pay, all wages, salaries and other compensation and employee benefits (including any vacation pay, severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, Change of Control Payments, retirement and any other benefits, premiums, claims and related costs) to any Transferring Employee that are accrued as of the Shared Systems to Purchaser. Upon sixty date of such Transferring Employee’s termination with the Seller (60or its applicable Affiliate (excluding the Company) days written notice to Sellerswho is the employer of such Transferring Employee) (collectively, Purchaser and LLANY may add the “Accrued Payments”), except to the IT Services extent any such Accrued Payments are assumed by the Company and accrued for in Net Working Capital, it being the intent of the Parties that they wish to buy or terminate the extent practicable any one or more of such IT Services. The IT Transition Plan shall include, among other items, a specific implementation plan accrued paid time off balance for the Y2K Obligations (as defined below) to be provided by Sellers. The implementation plan will identify the information technology Dedicated Employees who each Transferring Employee shall be available transferred to Sellers the Company (and not paid out to perform services reasonably required by Sellers to comply with such Transferring Employee) and included in the Y2K Obligations. calculation of Net Working Capital. (c) During the period from January 1, 1999 through March 31, 1999, any information technology Dedicated Employee who is a Transferred Employee and who is reasonably required by Sellers to comply with the Y2K Obligations date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 8.01, the implementation plan referred Parties shall reasonably cooperate to determine whether any contract to which the Seller or any of its Affiliates (excluding the Company) is party that is used in the immediately preceding sentence operation of the Company’s business and is necessary for the Company to conduct its business following the Closing in the same manner as currently conducted (each a “Designated Contract”), and shall remain set forth each Designated Contract on Annex 6.11(c) prior to the Closing. The Parties agree to reasonably cooperate in good faith to determine a mutually acceptable transition plan with respect to each Designated Contract, which may include (i) an assignment of the Designated Contracts to the Company and/or (ii) a mutually agreed upon transition arrangement under the immediate supervision and direction Transition Services Agreement. For the avoidance of the Sellers' information technology managers responsible for the implementation of the Y2K Obligations. (iii) From Closing through March 31, 1999, Sellers shall retain responsibility for Year 2000 remediating for the Direct Systems as described in Section 5.27(c) ("Y2K Obligations"); provided however, that except as set forth in Section 5.27(c), there shall be no Y2K Obligations for the following applications which are described on Schedule 3.06(A): ACS/PRODUCER PAYROLL, ACS COMMISSION SYSTEM BRIDGES, FASTFORMS, INSGIFT, INSMARK, KETLEY BACKROOM TECHNICIANdoubt, ▇▇▇▇▇ ▇▇▇▇▇, FINA-EASE, NUMBER CRUNCHER, INTEFLEX/WINF LEX, ESTATE TAX CONCEPTS, 1998 TAX FACTS, FIELD GUIDE acknowledges and CRESCENDO. After March 31, 1999 and until agrees that no enterprise contracts to which the end Seller or any of its Affiliates are parties shall be assigned to the Company unless such contract is used exclusively in the operation of the Transition Period, Sellers shall provide only computing, distributed computing and telecommunications services for the Direct SystemsCompany’s business. (iv) Sellers shall have control of all aspects of the Shared Systems prior to and after Closing. Sellers will maintain such systems in accordance with their own business objectives and, in no event, will Sellers upgrade, modify or change the Shared Systems to accommodate Purchaser's or LLANY's business needs. Sellers will, however, offer ongoing production support and transition-related services in connection with the Shared Systems. (v) Purchaser and LLANY will comply with Sellers' IT security, code asset management, and other environmental standards of which they have been given reasonably sufficient notice. Such standards include, without limitation, upgrading Direct Systems so as to remain compatible with Sellers' operating environment. Notwithstanding the foregoing, Purchaser may elect not to participate in upgrades provided that Purchaser pays all costs associated with such election not to upgrade.