Common use of Transition Plan Clause in Contracts

Transition Plan. As a part of the Services, Provider shall perform those Transition services and functions (the “Transition Services”)designated in this Master Agreement and in the Services Order executed by the parties on December 4, 2020 (the “Services Order”). As further provided in the Services Order or an applicable SOW, Provider shall develop and, upon ▇▇▇▇▇▇▇’▇ approval, implement a plan to perform all Transition Services necessary to accomplish the successful Transition to the Provider (“Transition Plan”). Each Transition Plan will include: (i) all Transition Services required to be performed in order to completely migrate the Services to Provider; (ii) an allocation of responsibilities between the Parties for the performance of such Transition Services; (iii) the transition of the administration, management, operation under and financial responsibility for ▇▇▇▇▇▇▇ Third Party Contracts from ▇▇▇▇▇▇▇ to Provider; (iv) the transition to Provider of the performance of and responsibility for the other functions, responsibilities and tasks currently performed by ▇▇▇▇▇▇▇ (or by a third party on behalf of ▇▇▇▇▇▇▇) which comprise the Services; (v) Service Levels applicable to the Transition Services; (vi) the Services, projects, tasks, responsibilities and timelines for activities to be performed in connection with the evolution, integration and transformation of the functions comprising the Services in accordance with the agreed upon plan; and (vii) such other information and planning as are necessary to ensure that the Transition takes place on schedule and without disruption to the operations or business of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Affiliates. Each SOW shall include (upon execution) an initial Transition Plan setting forth a high-level timeline for Transition activities. The final Transition Plan, specifying the details required by the applicable SOW, shall be mutually agreed upon by the Parties not later than the date specified in the SOW. The approved Transition Plan(s) will be attached to or incorporated within the applicable SOW. Provider shall perform the Transition Services in accordance with the Transition Plan and other transition requirements set forth in the applicable SOW(s) without causing any unplanned material disruption to ▇▇▇▇▇▇▇ or its Affiliates’ business, except as and to the extent specifically set forth in the Transition Plan. The SOW and Work Order, and the Transition Plan developed under the SOW shall include a Transition acceptance test and applicable acceptance criteria for each Service that is transitioned, to accomplish a complete and satisfactory Transition of Services. Provider’s costs and fees to perform the Transition are set forth in the Services Order.

Transition Plan. As a part (a) During the Interim Period, in furtherance of the Servicestransactions contemplated by this Agreement, Provider the Parties shall, and shall perform those Transition services cause their Affiliates to, cooperate in good faith and functions use their commercially reasonable efforts to develop and plan for a mutually acceptable transition plan for the migration and integration of the business and operations of the Acquired Company with Buyer, subject to compliance with applicable Laws (the “Transition Services”)designated in this Master Agreement and in the Services Order executed by the parties on December 4, 2020 (the “Services Order”). As further provided in the Services Order or an applicable SOW, Provider shall develop and, upon ▇▇▇▇▇▇▇’▇ approval, implement a plan to perform all Transition Services necessary to accomplish the successful Transition to the Provider (“Transition Plan”). Each The Transition Plan will includeshall address matters agreed to by the Parties. Such cooperation shall include Buyer and Seller taking the following actions: (ia) all promptly after execution of this Agreement, appointing a transition manager whose primary responsibility will be to plan and execute the transition and manage such Party’s transition team; (b) promptly after execution of this Agreement, reviewing the technology, business operations and administration capabilities to be transitioned or migrated, taking into account any issues of separation arising from the Transition Plan; (c)(i) reviewing the services to be provided to Buyer under the Shared Contracts and the extent to which such services will be provided following the Closing under the Transition Services required to be performed in order to completely migrate the Services to Provider; Agreement and (ii) an allocation using commercially reasonable efforts to facilitate Buyer’s conversations with counterparties to such Shared Contracts to enable Buyer to enter into replacement contracts; (d) establishing transition teams, which shall include senior representatives of responsibilities between the Parties and additional individuals with functional responsibility for providing transition services under the Transition Services Agreement; (e) setting regular meetings of the teams during the Interim Period, which such regular meetings shall occur at least once per month; (f) making available (during ordinary business hours and upon reasonable notice) appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning, execution and knowledge transfer; (g) coordinating as to transitional matters with respect to Governmental Entities; and (h) with Buyer taking the lead, developing detailed plans for the performance of such Transition Services; (iii) the migration and transition of the administration, management, operation under and financial responsibility for ▇▇▇▇▇▇▇ Third Party Contracts from ▇▇▇▇▇▇▇ to Provider; (iv) the transition to Provider business of the performance Acquired Company to Buyer; provided, that all such activities subject to this Section 6.24 shall be in compliance with applicable Law, including the HSR Act. The Parties acknowledge and agree that, any efforts by the Parties under this Section 6.24 may not be complete at the Closing (nor shall any incomplete efforts be considered in determining whether the conditions under Section 8.3 have been satisfied), and the Parties shall continue the efforts described in this Section 6.24 under, and subject to, the terms of the Transition Services Agreement. Notwithstanding anything to the contrary in this Section 6.24, Seller shall not be obligated to provide to Buyer any pricing or other information related to any Shared Contracts if provision of such information would violate the terms of the Contracts related to such Shared Contracts. From the date hereof until three (3) months prior to the Inside Date (the “TSA Deadline”), Seller and responsibility for Buyer shall meet and confer in good faith to amend and/or supplement the other functions, responsibilities and tasks currently performed by ▇▇▇▇▇▇▇ (or by a third party on behalf form of ▇▇▇▇▇▇▇) which comprise the Services; (v) Service Levels applicable Schedule 2.1 to the Transition Services; Services Agreement that is attached hereto as Exhibit B (vi) the Services, projects, tasks, responsibilities and timelines for activities to be performed in connection with the evolution, integration and transformation of the functions comprising the Services in accordance with the agreed upon plan; and (vii) such other information and planning as are necessary to ensure that the Transition takes place on schedule and without disruption “Form Service Schedule”). Any amendment or supplement to the operations or business of ▇▇Form Service Schedule that is mutually agreed by ▇▇▇▇▇ and ▇▇▇▇▇▇▇ Affiliates. Each SOW shall include (upon execution) an initial Transition Plan setting forth a high-level timeline for Transition activities. The final Transition Plan, specifying Seller in writing prior to the details required by the applicable SOW, TSA Deadline shall be mutually agreed upon by deemed incorporated into the Parties not later than the date specified in the SOW. The approved Transition Plan(s) will be attached to or incorporated within the applicable SOW. Provider shall perform the Transition Services in accordance with the Transition Plan Form Service Schedule and any other transition requirements set forth in the applicable SOW(s) without causing any unplanned material disruption to ▇▇▇▇▇▇▇ or its Affiliates’ business, except as and proposed changes to the extent specifically set forth in Form Service Schedule shall be disregarded and not incorporated into the Transition Plan. The SOW and Work Order, and the Transition Plan developed under the SOW shall include a Transition acceptance test and applicable acceptance criteria for each Form Service that is transitioned, to accomplish a complete and satisfactory Transition of Services. Provider’s costs and fees to perform the Transition are set forth in the Services OrderSchedule.

Transition Plan. As a part of the Services, The preliminary Transition Plan is attached to this Agreement as Exhibit 19. Service Provider shall perform those complete, and submit to DIR for review a final Transition services and functions (Plan on or before the “date set forth in Attachment 3-C. DIR will review the submitted Transition Services”)designated in this Master Agreement and in the Services Order executed by the parties on December 4, 2020 (the “Services Order”). As further provided in the Services Order or an applicable SOW, Provider shall develop and, upon ▇▇▇▇▇▇▇’▇ approval, implement a plan to perform all Transition Services necessary to accomplish the successful Transition Plan according to the Provider (“Transition Plan”)procedures and criteria set forth in Exhibit 19. Each If a Transition Plan submitted by Service Provider is not acceptable to DIR, Service Provider will include: (i) all Transition Services required to be performed in order to completely migrate the Services to Provider; (ii) an allocation of responsibilities between the Parties for the performance of such Transition Services; (iii) the transition of the administrationaddress and resolve any questions or concerns DIR may have and will promptly incorporate any modifications, management, operation under additions or deletions requested by DIR. Service Provider will revise and financial responsibility for ▇▇▇▇▇▇▇ Third Party Contracts from ▇▇▇▇▇▇▇ to Provider; (iv) the transition to Provider of the performance of and responsibility for the other functions, responsibilities and tasks currently performed by ▇▇▇▇▇▇▇ (or by a third party on behalf of ▇▇▇▇▇▇▇) which comprise the Services; (v) Service Levels applicable to resubmit the Transition Services; (vi) Plan until Accepted by DIR. Upon DIR's Acceptance, the Services, projects, tasks, responsibilities Transition Plan shall automatically be incorporated into this Agreement as Exhibit 19 and timelines for shall supersede and replace all prior Transition Plans. The Transition Plan shall detail the specific activities to be performed by each Party, and, unless otherwise requested by Service Provider and agreed by DIR in connection its sole discretion, shall be consistent in all material respects with any preliminary Transition Plan attached as Exhibit 19, including with respect to the evolutionactivities, integration deliverables, Transition Milestones, and transformation Deliverable Credits described therein. The Transition Plan may thereafter be amended as mutually agreed by the Parties. Without limiting the foregoing, the Transition Plan shall specify, among other things, (i) the deliverables to be completed by Service Provider, (ii) the date(s) by which each such activity or deliverable is to be completed (the "Transition Milestones"), (iii) Service Provider's plans for the hiring and retention of Incumbent Personnel necessary to perform the Services, (iv) a process and set of standards to which Service Provider shall adhere in the performance of the functions comprising Transition Services and that shall enable DIR to determine whether Service Provider has successfully completed the Services in accordance transition and the activities and deliverables associated with the agreed upon plan; each Transition Milestone, (v) any transition responsibilities to be performed or transition resources to be provided by DIR and/or DIR Customers, (vi) any transition responsibilities to be performed or transition resources to be provided by another DCS Service Provider, and (vii) such a detailed description of the processes and procedures that Service Provider will implement (and associated implementation schedules) to effect the seamless integration and coordination of the Services with related services to be provided by other information DCS Service Providers (including development and planning as are necessary to ensure that execution of the Transition takes place on schedule OLAs. The updated and without disruption to the operations or business of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Affiliates. Each SOW shall include (upon execution) an initial final detailed Transition Plan setting forth a high-level timeline for Transition activities. The final Transition Plan, specifying also shall identify any related documents contemplated by this Agreement and/or required to effectuate the details required by the applicable SOW, transition that shall be mutually agreed upon executed by either of the Parties not later than the date specified in the SOW. The approved Transition Plan(s) will be attached to or incorporated within the applicable SOW. Provider shall perform the Transition Services in accordance with the Transition Plan and other transition requirements set forth in the applicable SOW(s) without causing any unplanned material disruption to ▇▇▇▇▇▇▇ or its Affiliates’ business, except as and to the extent specifically set forth in the Transition Plan. The SOW and Work Order, and the Transition Plan developed under the SOW shall include a Transition acceptance test and applicable acceptance criteria for each Service that is transitioned, to accomplish a complete and satisfactory Transition of Services. Provider’s costs and fees to perform the Transition are set forth in the Services OrderParties.

Transition Plan. As No later than five (5) Business Days following the Effective Date, a part of Transition Team shall be established by the Services, Provider shall perform those Transition services and functions parties (the “Transition Services”)designated in this Master Agreement Team”) and in shall be comprised of six (6) members, three (3) of whom shall be appointed by Newco and Collegium and three (3) of whom shall be appointed by Depomed. The Transition Team shall discuss, and to the Services Order executed extent necessary and mutually agreed by the parties parties, meet in person, to develop and draft a Transition Plan that outlines and facilitates the processes and mechanisms for transferring the Products and the Transferred Assets from Depomed to Newco and Collegium, in accordance with this Agreement, on December 4, 2020 mutually agreeable terms and conditions consistent with the terms of this Agreement (the “Services Order”). As further provided in the Services Order or an applicable SOW, Provider shall develop and, upon ▇▇▇▇▇▇▇’▇ approval, implement a plan to perform all Transition Services necessary to accomplish the successful Transition to the Provider (“Transition Plan”). Each Transition Plan will include: (i) all Transition Services required to be performed in order to completely migrate the Services to Provider; (ii) an allocation of responsibilities between the Parties for the performance of such Transition Services; (iii) the transition of the administration, management, operation under and financial responsibility for ▇▇▇▇▇▇▇ Third Party Contracts from ▇▇▇▇▇▇▇ to Provider; (iv) the transition to Provider of the performance of and responsibility for the other functions, responsibilities and tasks currently performed by ▇▇▇▇▇▇▇ (or by a third party on behalf of ▇▇▇▇▇▇▇) which comprise the Services; (v) Service Levels applicable to the Transition Services; (vi) the Services, projects, tasks, responsibilities and timelines for activities to be performed in connection with the evolution, integration and transformation of the functions comprising the Services in accordance with the agreed upon plan; and (vii) such other information and planning as are necessary to ensure The parties agree that the Transition takes place on schedule Plan shall provide that Depomed’s services provided thereunder shall be at no charge to Collegium; provided that Collegium shall reimburse Depomed for any reasonable, documented out-of-pocket costs and without disruption expenses incurred by Depomed with respect to such services. The parties agree to (a) formulate the operations or business of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Affiliates. Each SOW shall include (upon execution) an initial Transition Plan setting forth a high-level timeline for Transition activities. The final Transition Plan, specifying the details required by the applicable SOW, shall be mutually agreed upon by the Parties as soon as reasonably practical and not later than the date specified in the SOW. The approved Transition Plan(sClosing Date and (b) will be attached use commercially reasonable efforts to or incorporated within the applicable SOW. Provider shall perform the Transition Services in accordance with the Transition Plan and other transition requirements their respective obligations as set forth in the applicable SOW(s) Transition Plan within the timelines set forth therein. The Transition Plan shall provide, without causing limitation, for Depomed to continue supporting the Products on a limited basis dependent upon the then-current Depomed Sales Force, to be described in the Transition Plan, until January 19, 2018. The parties will discuss in good faith any unplanned material disruption to ▇▇▇▇▇▇▇ or its Affiliates’ business, except as and changes to the extent specifically Transition Plan that become required or advisable. Except as otherwise set forth in the Transition Plan, the Ancillary Agreements or elsewhere in this Agreement, each party shall be responsible for its respective costs and expenses incurred in performing the Transition Plan. In connection with developing or implementing the Transition Plan, the parties may elect to enter into additional agreements on mutually acceptable terms as the parties deem reasonably necessary or advisable. The SOW and Work Order, and parties acknowledge that implementation of the Transition Plan developed under will require the SOW shall include cooperation and/or consent of Third Parties as indicated therein, and, as a Transition acceptance test and applicable acceptance criteria for each Service that result, the timing of such implementation is transitioned, to accomplish a complete and satisfactory Transition not within the sole control of Services. Provider’s costs and fees to perform the Transition are set forth in the Services Orderparties.

Transition Plan. As a part (a) During the Interim Period, in furtherance of the Servicestransactions contemplated by this Agreement, Provider the Parties shall, and shall perform those Transition services cause their Affiliates to, cooperate in good faith and functions use their commercially reasonable efforts to develop and plan for a mutually acceptable transition plan for the migration and integration of the Purchased Assets, Assumed Obligations and Business to and into Buyers, subject to compliance with applicable Laws (the “Transition Services”)designated in this Master Agreement and in the Services Order executed by the parties on December 4, 2020 (the “Services Order”). As further provided in the Services Order or an applicable SOW, Provider shall develop and, upon ▇▇▇▇▇▇▇’▇ approval, implement a plan to perform all Transition Services necessary to accomplish the successful Transition to the Provider (“Transition Plan”). Each The Transition Plan will includeshall address matters agreed to by the Parties. Such cooperation may include Buyers and Seller taking the following actions: (i) all Transition Services required promptly after execution of this Agreement, appointing a transition manager whose primary responsibility will be to be performed in order to completely migrate plan and execute the Services to Providertransition and manage such Party’s transition team; (ii) an allocation promptly after execution of responsibilities between this Agreement, reviewing the Parties for technology, business operations and administration capabilities to be transitioned or migrated, taking into account any issues of separation arising from the performance of such Transition ServicesPlan; (iii) reviewing the transition of services to be provided to Buyers under the administration, management, operation under Shared Contracts and financial responsibility for ▇▇▇▇▇▇▇ Third Party Contracts from ▇▇▇▇▇▇▇ the extent to Providerwhich such services can be provided on a transitional basis; (iv) the establishing transition to Provider of the performance of and responsibility for the other functions, responsibilities and tasks currently performed by ▇▇▇▇▇▇▇ (or by a third party on behalf of ▇▇▇▇▇▇▇) which comprise the Servicesteams; (v) Service Levels applicable to setting regular meetings of the Transition Servicesteams during the Interim Period; (vi) the Servicesmaking available (during ordinary business hours and upon reasonable notice) appropriate knowledgeable business, projectsoperations, tasksadministration and technology personnel and any other personnel reasonably needed for such transition and migration planning, responsibilities execution and timelines for activities knowledge transfer; (vii) coordinating as to be performed in connection transitional matters with the evolution, integration and transformation of the functions comprising the Services in accordance with the agreed upon planrespect to Governmental Entities; and (viiviii) developing detailed project plans for migration and transition; provided that all such activities subject to this Section 7.9 shall be in compliance with applicable Law, including the HSR Act. The Parties acknowledge and agree that, any efforts by the Parties under this Section 7.9 may not be complete at Closing (nor shall any incomplete efforts be considered in determining whether the conditions under Section 8.2(a) have been satisfied), and the Parties shall continue the efforts described in this Section 7.9 under, and subject to, the terms of the Transition Services Agreement. (b) In furtherance of the Transition Plan, during the Interim Period, Seller shall, and shall cause its Affiliates to, work together with Buyer in good faith and the Parties shall use their reasonable best efforts to not more than thirty (30) days following the date of this Agreement, submit jointly with Buyers to FERC a petition as provided in Section 7.10(a)(ii) and obtain as soon as possible from the relevant interstate pipeline(s), any consent(s) or agreement(s) not to oppose the waiver(s) requested in the petition for waiver and the permanent release of the interstate capacity as provided therein as provided in Section 7.10(b). If such FERC waivers have not been granted as of the Closing Date, then Seller or its Affiliates shall continue the efforts described in this Section 7.9(b) pursuant to the terms of the Transition Services Agreement. (c) In furtherance of the Transition Plan and subject to Section 7.19, during the Interim Period, Seller shall, and shall cause its Affiliates to, work together with Buyers in good faith and the Parties shall use their commercially reasonable efforts to obtain any required consent(s) from counterparties to Seller’s asset management agreements, interstate pipeline service agreements and natural gas purchase and sales contracts that are Transferred Contracts (“Material Gas Contracts”) to (i) assign or novate such Material Gas Contracts, as appropriate, to Buyers at Closing (or for Buyers to enter into replacement agreements for such Material Gas Contracts), or (ii) in lieu of obtaining such consents, obtain from such counterparties capacity releases to preserve the capacity to which Seller is currently entitled through the transaction for the benefit of Buyers or its Affiliates. If such third party consents to assign or novate (or enter into replacements agreements for) such other information and planning Material Gas Contracts have not been granted as are necessary of the Closing Date (or such counterparties have not provided the capacity releases referenced in the foregoing sentence), then Seller or its Affiliates shall continue the efforts described in this Section 7.9(c) under the terms of the Transition Services Agreement and, to the extent requested by Buyers, use commercially reasonable efforts to ensure that the Transition takes place capacity to which Seller is currently entitled under Material Gas Contracts is preserved through the transaction for the benefit of Buyers or its Affiliates on schedule and without disruption substantially the same economic basis. (d) Notwithstanding anything to the operations contrary in this Section 7.9, Seller shall not be obligated to provide to Buyers any pricing or business other information related to any Shared Contracts if provision of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Affiliates. Each SOW shall include (upon execution) an initial Transition Plan setting forth a high-level timeline for Transition activities. The final Transition Plan, specifying such information would violate the details required by terms of the applicable SOW, shall be mutually agreed upon by the Parties not later than the date specified in the SOW. The approved Transition Plan(s) will be attached Contracts related to or incorporated within the applicable SOW. Provider shall perform the Transition Services in accordance with the Transition Plan and other transition requirements set forth in the applicable SOW(s) without causing any unplanned material disruption to ▇▇▇▇▇▇▇ or its Affiliates’ business, except as and to the extent specifically set forth in the Transition Plan. The SOW and Work Order, and the Transition Plan developed under the SOW shall include a Transition acceptance test and applicable acceptance criteria for each Service that is transitioned, to accomplish a complete and satisfactory Transition of Services. Provider’s costs and fees to perform the Transition are set forth in the Services Ordersuch Shared Contracts.

Transition Plan. As a part 3.2.1 Each Party shall use diligent, concerted and commercially reasonable efforts to cause Supplier to transition off of the Servicesprovision of the Services in each Territory (including by transitioning to an alternative arrangement with respect to the Products in such Territory, Provider if applicable) as promptly as possible, but in no event later than the end of the applicable Term. The Parties shall transition responsibility for the performance of Services to Supplier in a manner that minimizes, to the extent reasonably possible, disruption to the SpinCo Business and the continuing operations of Distributor and its relevant Affiliates, including in relation to orders for Products placed by customers up to the effective date of the expiration or termination of this Agreement. For the avoidance of doubt Supplier shall be primarily responsible with respect to transitioning off of the provision of Services in each Territory. Distributor shall have no obligation hereunder to perform those Transition (or procure that its Affiliates perform) any Services following the Term. The Parties acknowledge and agree that time is of the essence with respect to the foregoing in this Section 3.2.1. 3.2.2 In furtherance of Section 3.2.1, Supplier shall use commercially reasonable efforts to set forth the steps required to transfer the Services in each Territory to Supplier, a successor distributor and/or a logistics services and functions provider in a written transition plan or plans with respect to such Territory (the “Transition Services”)designated in this Master Agreement and in the Services Order executed by the parties on December 4, 2020 (the “Services OrderPlans”). As further provided The Supplier shall use its commercially reasonable efforts to develop the Transition Plans within six (6) months after the Distribution Date and Distributor shall reasonably consult with Supplier in preparation thereof. In furtherance of the Services Order or an applicable SOWforegoing, Provider Distributor shall provide to Supplier information reasonably requested by Supplier that is necessary for Supplier to develop andthe Transition Plans, upon ▇▇▇▇▇▇▇’▇ approval, implement a plan to perform all Transition Services necessary to accomplish and the successful Transition Parties shall reasonably cooperate with respect to the Provider development of the Transition Plans (“Transition Plan”including through the Distributor Functional Leads and Supplier Functional Leads). Each Transition Plan will include: (i) all Transition Services required . 3.2.3 Without limitation to be performed in order and subject to completely migrate the Services to Provider; (ii) an allocation of responsibilities between Section 3.2.2, the Parties will reasonably cooperate in an effort to agree in writing with respect to reasonable Transition Plans, and if the Parties agree in writing to such Transition Plans, then the Parties shall each use commercially reasonable efforts to undertake the activities expressly delegated to and agreed to by such Party in such Transition Plans. To the extent support is required by the Distributor in a material respect for the performance purposes of such Transition Services; (iii) the transition implementation of the administration, management, operation under and financial responsibility for ▇▇▇▇▇▇▇ Third Party Contracts from ▇▇▇▇▇▇▇ to Provider; (iv) the transition to Provider of the performance of and responsibility for the other functions, responsibilities and tasks currently performed by ▇▇▇▇▇▇▇ (or by a third party on behalf of ▇▇▇▇▇▇▇) which comprise the Services; (v) Service Levels applicable to the Transition Services; (vi) the Services, projects, tasks, responsibilities and timelines for activities to be performed in connection with the evolution, integration and transformation of the functions comprising the Services in accordance with the agreed upon plan; and (vii) such other information and planning as are necessary to ensure that the Transition takes place on schedule and without disruption to the operations or business of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Affiliates. Each SOW shall include (upon execution) an initial Transition Plan setting forth a high-level timeline for Transition activities. The final Transition Plan, specifying Distributor will be reimbursed for those services at an agreed upon hourly rate, unless otherwise provided for in such Transition Plan. 3.2.4 Distributor shall reasonably cooperate with Supplier with respect to efforts by Supplier to obtain new or replacement contracts with respect to Services as it concerns Third Party vendors with which Distributor has commercial relationships with respect to such Services; provided, that for the details required by the applicable SOW, avoidance of doubt Supplier shall be mutually agreed upon by the Parties not later than the date specified in the SOW. The approved Transition Plan(s) will be attached primarily responsible with respect to obtaining such new or incorporated within the applicable SOW. Provider shall perform the Transition Services in accordance with the Transition Plan and other transition requirements set forth in the applicable SOW(s) without causing any unplanned material disruption to ▇▇▇▇▇▇▇ or its Affiliates’ business, except as and to the extent specifically set forth in the Transition Plan. The SOW and Work Order, and the Transition Plan developed under the SOW shall include a Transition acceptance test and applicable acceptance criteria for each Service that is transitioned, to accomplish a complete and satisfactory Transition of Services. Provider’s costs and fees to perform the Transition are set forth in the Services Orderreplacement contracts.

Transition Plan. As (a) The parties hereto will meet as promptly as practicable but no later than ten (10) Business Days after the date of this Agreement to begin to develop in good faith a part written, detailed mutually agreed (i) plan for preparing the Companies for the transition of their respective business operations, facilities, employees and other assets to Buyer, including from any dependency or reliance on services, systems or processes provided by Seller or its Affiliates (whether directly or indirectly through any third parties contracted by Seller or its Affiliates other than the Companies, and including planning for the conversion and deconversion activities addressed in Section 5.24(b)) to Buyer effective as of the Services, Provider shall perform those Transition services and functions Closing (the “Transition Services”)designated Plan”) and (ii) list and description of the services to be provided by Seller, its Affiliates, or any of their respective third party service providers, to the Companies or Buyer, and the services to be provided by the Companies to Seller or its Affiliates, in this Master each case pursuant to the Transition Services Agreement and in subject to the Services Order executed TSA Term Sheet. As soon as practicable after the date of this Agreement, Seller shall provide Buyer with a list of all services provided by Seller or its Affiliates (or their respective third party service providers) to the Companies, and of all provided by the parties on December 4Companies to Seller or its Affiliates as of the Effective Date (including, 2020 for the avoidance of doubt, cyclical services that were not provided as of the Effective Date but were provided during the twelve (12) months prior to the “Services Order”Effective Date). As further The parties hereto will work in good faith to agree on a final Transition Plan and schedule of services to be provided in pursuant to the Services Order or an applicable SOW, Provider shall develop and, upon ▇▇▇▇▇▇▇’▇ approval, implement a plan to perform all Transition Services necessary to accomplish the successful Transition to the Provider Agreement within ninety (“Transition Plan”). Each 90) days after date of this Agreement. (b) The Transition Plan will include: (i) all Transition Services required describe the specific mutually agreed tasks, activities, and projects, and the timing for each of the foregoing, to be performed completed by each party hereto in order to completely migrate the Services complete such transition in an orderly and efficient manner, as well as such plans and actions as may be required to Provider; (ii) an allocation of responsibilities between the Parties prepare for the performance provision of such services by Seller or its Affiliates to the Companies or Buyer, or from the Companies to Seller or its Affiliates, under the Transition Services; (iii) Services Agreement), all in accordance with applicable Law. Seller and Buyer shall reasonably cooperate with each other in the transition development of the administrationTransition Plan, management, operation under including by making available reasonably requested personnel and financial responsibility for ▇▇▇▇▇▇▇ Third Party Contracts from ▇▇▇▇▇▇▇ to Provider; (iv) information. The timing of specific items will take into consideration the transition to Provider of the performance of and responsibility for the other functions, responsibilities and tasks currently performed by ▇▇▇▇▇▇▇ (or by a third party on behalf of ▇▇▇▇▇▇▇) which comprise the Services; (v) Service Levels applicable to the Transition Services; (vi) the Services, projects, tasks, responsibilities and timelines for activities relative costs expected to be performed incurred in connection with such actions, the evolutiontime required to complete specific items, integration and transformation the anticipated timing of the functions comprising Closing. (c) At the Services times contemplated in accordance with the agreed upon plan; and (vii) such other information and planning as are necessary to ensure that the Transition takes place on schedule and without disruption to the operations or business of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Affiliates. Each SOW shall include (upon execution) an initial Transition Plan setting forth a high-level timeline for Transition activities. The final Transition Plan, specifying the details Seller and Buyer will make all required by the applicable SOWpersonnel reasonably available and all information reasonably required to commence systems deconversion and conversion tasks, shall be mutually agreed upon by the Parties not later than the date specified in the SOW. The approved Transition Plan(s) will be attached to or incorporated within the applicable SOW. Provider shall perform the Transition Services in accordance with the Transition Plan and other transition requirements set forth in the applicable SOW(s) without causing any unplanned material disruption to ▇▇▇▇▇▇▇ specific tasks for Seller or its Affiliates’ business, except as and Affiliates subject to mutual agreement of the extent specifically set forth parties in the Transition Plan. The SOW parties anticipate commencing planning related activities for the foregoing as set forth in Section 5.24(a) and Work OrderSection 5.24(b) and the action items contemplated by this Section 5.24(c) within forty-five (45) days after the date of this Agreement, with specific timing to take into consideration the last sentence of Section 5.24(b). Initial efforts will include activities such as product and services mappings, deconversion specifications and delivery of all deconversion and support files using mutually agreed formats described in the Transition Plan. For the avoidance of doubt, Seller’s responsibilities in connection with conversion and deconversion activities will primarily consist of delivery of data, the provision of information relating to the contents and to the formatting of such data, and responding to inquiries relating to such data, but may include such other activities as may be mutually agreed as described in the first sentence of this Section 5.24(c); provided that, except as may otherwise be mutually agreed by the parties, in no event shall Seller or its Affiliates be required to engage in any scripting or coding or related testing (other than as may be required by Seller or its Affiliates to deliver the data and information of the Companies to Buyer in the formats currently maintained by Seller and its Affiliates) or any manipulation of data into formats other than those currently maintained by Seller and its Affiliates. The parties hereto will work in good faith to complete all final deconversion files not later than six (6) months after the Effective Date (with test files produced at earlier dates) or such later time as may be agreed in the Transition Plan. Buyer and Seller and their respective Affiliates’ responsibilities after delivering such files will be defined in the Transition Plan developed under and/or in the SOW shall include Transition Services Agreement. (d) Buyer and Seller will each appoint three (3) initial representatives to serve on a Transition acceptance test Plan committee (the “Transition Plan Committee”) that will be ultimately responsible for leading the efforts to create and applicable acceptance criteria to provide oversight regarding development and implementation of the Transition Plan (with such governance functions as may be agreed between the Parties), including, without limiting the generality of Section 5.02(a), the scope and timing for each Service that is transitionedaccess to Books and Records, and properties and personnel of Seller reasonably necessary to accomplish a complete implement and satisfactory develop the Transition Plan. Each of Services. Provider’s costs Buyer and fees Seller shall be entitled to remove and replace its representatives on the Transition Plan Committee as such party deems appropriate upon written notice to the other party. (e) Each of Buyer and Seller shall, or shall cause their Affiliates to, use reasonable best efforts to perform such actions upon the Transition are terms and conditions set forth in the Transition Plan and to exercise reasonable care and diligence in doing so. (f) Buyer shall reimburse Seller for its reasonable cost, including any reasonable fees and expenses, incurred by Seller or its Affiliates in connection with (i) making modifications to Seller’s or its Affiliates’ systems, processes, facilities, or databases that are reasonably necessary in connection with the Transition Plan or to provide Forward Services Orderor Transition Services under the Transition Services Agreement, or (ii) any other actions relating to the transition that are requested by Buyer in writing to the extent agreed to by Seller. Where applicable, such cost shall be calculated in accordance with the allocation methodologies used by Seller to calculate such costs in the 2018 fiscal year, including any internal allocations of management or other corporate or overhead expenses. Seller shall bear the expenses it and its Affiliates incur in connection with providing the required data and information of the Companies to Buyer as described in Section 5.24(c).

Transition Plan. As a part of a) Prior to the ServicesCommencement Date for each Transaction Document or such other date as the Parties may agree, Provider shall perform those Transition services IBM and functions (Certegy through the Certegy/IBM Integrated Planning Team will have developed and agreed upon the “Transition Services”)designated Plan” set forth in this Master Agreement and in the Services Order executed by the parties on December 4Schedule H to such Transaction Document, 2020 (the “Services Order”). As further provided in the Services Order or an applicable SOW, Provider shall develop and, upon ▇▇▇▇▇▇▇’▇ approval, implement a plan to perform all Transition Services necessary to accomplish the successful Transition to the Provider (“Transition Plan”). Each Transition Plan will include: describing (i) all Transition Services required the transition from the Certegy Group to be performed in order to completely migrate IBM or its Affiliate of the Services to ProviderAffected Employees, if any; (ii) an allocation of responsibilities between the Parties for the performance of such Transition Services; (iii) the transition of the administration, management, operation under and financial responsibility for ▇▇▇▇▇▇▇ the Third Party Contracts Agreements from ▇▇▇▇▇▇▇ the Certegy Group to Provider; IBM or its Affiliate: and (iviii) the transition to Provider of the performance of and responsibility for the other functions, responsibilities and tasks currently performed by ▇▇▇▇▇▇▇ (the Certegy Group to IBM or by a third party on behalf of ▇▇▇▇▇▇▇) its Affiliate which comprise the Services; (v) Service Levels applicable to the Transition Services; (vi) the Services, projects, tasks, responsibilities and timelines for activities to be performed in connection with the evolution, integration and transformation of the functions comprising the Services in accordance with the agreed upon plan; and (vii) covered by such other information and planning as are necessary to ensure that the Transition takes place on schedule and without disruption to the operations or business of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ AffiliatesTransaction Document. Each SOW shall include (upon execution) an initial The Transition Plan setting forth a high-level timeline for Transition activities. The final Transition Plan, specifying the details required by the applicable SOW, shall be implemented and completed over a mutually agreed upon by the Parties not later than the date specified in the SOW. The approved Transition Plan(s) will be attached to or incorporated within the applicable SOW. Provider shall perform the Transition Services in accordance with the Transition Plan and other transition requirements set forth in the applicable SOW(s) without causing any unplanned material disruption to ▇▇▇▇▇▇▇ or its Affiliates’ business, except period as and to the extent specifically set forth in the Transition PlanPlan starting on the Commencement Date, which period shall not extend beyond a date certain set forth in such Transaction Document, without the prior written agreement of the Parties (the “Transition Period”). The SOW Notwithstanding the foregoing in this Section 5.1(a), IBM’s and Work OrderCertegy’s responsibilities and obligations with respect to the Affected Employees, the Third Party Agreements and the Transition Plan developed under other elements of the SOW shall include a Transition acceptance test and applicable acceptance criteria for each Service that is transitioned, to accomplish a complete and satisfactory Transition of Services. Provider’s costs and fees to perform the Transition are Services as set forth in the Agreement shall commence on the dates set forth in such Transaction Document, or if no date is set forth in such Transaction Document, the Commencement Date under such Transaction Document. b) During the Transition Period, Certegy will cooperate with IBM in implementing the Transition Plan by providing the personnel (or portions of the time of the personnel) set forth in the Transition Plan (“Transition Personnel”) and performing the tasks described for Certegy in the Transition Plan. During the Transition Period. IBM will be responsible for the provision of the Services Orderset forth in each Transaction Document (including within those Services the implementation of the Transition Plan).