Transition Services and Fees Sample Clauses

Transition Services and Fees. (a) Following the Closing, and subject to the terms and conditions hereof, Supplier shall arrange for, procure, aggregate and otherwise cause its Affiliates and their employees to provide to the Buyers for use in the Spinco Business during the term hereof the services listed on Schedule A (collectively “Schedule A Services” and each service a “Schedule A Service”), the services listed on Schedule C (collectively, the Schedule C Services” and each service, a “Schedule C Service”) and the services listed on Schedule D (collectively the “Schedule D Services” and each service a “Schedule D Service”) the Schedule A Services, Schedule C Services and the Schedule D Services (collectively, the “Transition Services” and each service, a “Transition Service”). Each of Schedule A, Schedule C and Schedule D includes, for each Transition Service, (i) a description of the service (or group of related services) to be performed and (ii) significant performance requirements of Supplier or its Affiliates and Buyers and other special terms and conditions relating directly to the services to be performed.
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Transition Services and Fees. Following the Closing, and subject to the terms and conditions hereof, Supplier shall arrange for, procure, aggregate and otherwise cause its Affiliates and their employees and agents to provide to SpinCo and its Affiliates for use in the Spinco Business during the term hereof, the services listed on the schedules (the “Schedules”) attached hereto and made a part hereof (collectively, the “Transition Services” and each service, a “Transition Service”). The Schedules include, for each Transition Service, (i) a description of the service (or group of related services) to be performed, (ii) significant performance requirements of Supplier or its Affiliates and SpinCo and other special terms and conditions relating directly to the services to be performed, and (iii) the base service fee or methodology to calculate the base service fee to be paid to Supplier, including monthly fixed payments (a “Fixed Monthly Service Fee”) or per unit fees or costs (a “Unit Based Service Fee”) as applicable. In the event of a conflict between the express terms and conditions of a Schedule and the terms and conditions of this Agreement (excluding for this purpose the Schedules), the express terms and conditions of the Schedules will control.
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Transition Services and Fees. Transition Services: Supplier will provide resources to conduct the Solution Identification (Solutions ID Services) for validation of assumptions and data gathering for each function for those Services specified in the applicable SOW. The Solutions ID Services include, but are not limited to employing and providing adequate staffing for the Solutions ID Services, documenting process flows, and standard operating procedures. Supplier will work with Advanta to develop and will deliver to Advanta, for Advanta’s review and approval, documentation for each of the Services specified in the SOW detailing each of the process flows, transition plans, service level standards and description of services. Advanta will provide Supplier with access to facilities, systems, data, documentation, subject matter experts or other Advanta personnel as is necessary for Supplier to perform the Transition Services. The Transition Services shall also include pre-knowledge transfer preparation, training of personnel and testing of all deliverables and systems as detailed in the SOW and RFP and all other activities necessary to provide the Services in the proposed SOW in compliance with all applicable laws and regulations. This shall include travel to Advanta’s US locations for knowledge transfer by the personnel mutually agreed by the Parties. Key participants traveling to Advanta’s US facilities to provide Solution Identification and Transition Services shall be ****** and ****** (each a Vice President of Supplier). Additionally, the Parties shall mutually agree upon a subject matter expert for the Services in the applicable SOW who will be key participants also.
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Transition Services and Fees. (a) Following the Closing, and subject to the terms and conditions hereof, Supplier shall arrange for, procure, aggregate and otherwise cause its Affiliates and their employees and agents to provide to the Surviving Corporation and its Affiliates for use in the Business during the term hereof, the Services listed on Schedule A (collectively, the “Transition Services” and each service, a “Transition Service”). Schedule A includes, for each Transition Service, (i) a description of the service (or group of related services) to be performed, (ii) significant performance requirements of Supplier or its Affiliates and the Surviving Corporation and other special terms and conditions relating directly to the services to be performed, and (iii) the base service fee or methodology to calculate the base service fee to be paid to Supplier, including monthly fixed payments (a “Fixed Monthly Service Fee”) or per unit fees or costs (a “Unit Based Service Fee”) as applicable.
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Transition Services and Fees 
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Related to Transition Services and Fees

  • Services and Fees (a) The Advisor will, if requested by the Company:

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Services Provided Subcontractor agrees to complete the following: _ (“Services”).

  • Consultation Services The company hereby employs the consultant to perform the following services in accordance with the terms and conditions set forth in this agreement: The consultant will consult with the officers and employees of the company concerning matters relating to the management and organization of the company, their financial policies, the terms and conditions of employment, and generally any matter arising out of the business affairs of the company.

  • Ongoing Services 1. Oversee LRMP and all Service Providers’ related activities and contributions; serve as liaison for investment adviser reporting and coordinate the same with Ultimus.

  • Implementation Services The Company and the Client have developed a plan for implementing the services to be provided hereunder, including with respect to the transition of responsibility for such services from the Client and its current administrator to the Company, which plan attached hereto as Schedule I (the “Implementation Plan”). The Company shall perform the services required to complete the Implementation Plan, as set forth therein (the “Implementation Services”). The Company and the Client shall comply with any applicable requirements agreed in the Implementation Plan.

  • Education services 1.1 Catholic education is intrinsic to the mission of the Church. It is one means by which the Church fulfils its role in assisting people to discover and embrace the fullness of life in Xxxxxx. Catholic schools offer a broad, comprehensive curriculum imbued with an authentic Catholic understanding of Xxxxxx and his teaching, as well as a lived appreciation of membership of the Catholic Church. Melbourne Archdiocese Catholic Schools Ltd (MACS) governs the operation of MACS schools and owns, governs and operates the School.

  • Transitional Services Contractor shall provide Transitional Services to offenders who are being released from a prison, an assessment/sanction center, prerelease center, or treatment center for up to the first 90 days of community supervision after release. A Probation and Parole Officer (PO) will determine the specific services to be provided to each offender based on the offender’s needs and individualized case plan as determined or developed by the State. The referring PO will complete an agreed upon referral form designating the services selected. Contractor will confirm availability of services, establish a start date, and return the referral form to the PO and the designated State staff.

  • Services and Support 1.1 In exchange for your continued compliance with this Agreement, and any modification to this Agreement made by Intuit in accordance with Sections A.11, you shall have access to the Software/Subscription in accordance with the following provisions:

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