Transitional Consulting Sample Clauses

Transitional Consulting. The parties contemplate that Buyer will, for a period of nine months after the Closing Date, periodically require the advice and assistance of a number of Seller's scientific, technical, regulatory and marketing executives and employees who are familiar with the history and current status of the Business. Seller will, so long as such persons remain employed by Seller or any other entity affiliated with Seller, make such persons reasonably available to assist Buyer in interpreting and reconciling the books, records and correspondence transferred to Buyer hereunder, responding to customer inquiries and complaints, providing information about regulatory matters and the status of and issues being considered in pending regulatory proceedings, and otherwise carrying forward the Business. Buyer and Seller will use their reasonable best efforts to schedule the availability of the appropriate executives and employees of Seller in such manner that will not materially delay, impede or otherwise adversely affect either Buyer's pursuit of the Business or Seller's pursuit of its remaining business. Buyer will use its reasonable best efforts to reduce its reliance on Seller's personnel as soon as reasonably possible following the date hereof. Seller will inform Buyer when Seller believes that the extent of services provided by Seller's employees under this Section 14.4 or under Section 13.11 requires compensation from Buyer. Thereafter, Buyer and Seller will mutually agree upon the terms for such services. No payments made under the Marketing Agreement will be considered compensation for services provided by Seller's employees under this Section 14.4 or under Section 13.11.
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Transitional Consulting. 17 14.5 Use of Nutrition Medical Name . . . . . . . . . . . . . . . . . . . 18 14.6 Use of Purchased Supplies . . . . . . . . . . . . . . . . . . . . . 18 14.7 Use of Office Space . . . . . . . . . . . . . . . . . . . . . . . . 18 14.8 Accounts Receivable Remittances.. . . . . . . . . . . . . . . . . . 18 15.
Transitional Consulting. The Company and you agree to enter into a Consulting Agreement in the form attached hereto as Exhibit B, pursuant to which you will provide continued service to the Company as an independent consultant until June 30, 2012.
Transitional Consulting. For a period of 90 days or until such time prior thereto that the Parties otherwise agree to employment or consulting services, Seller’s Owner agrees to consult with Buyer on all matters relating to the Business and transition to operation of the Business by the Buyer.
Transitional Consulting. The Parties understand and agree that it is in their mutual best interest to minimize the effect of Executive's resignation upon the Company's business. Accordingly, Executive agrees to take all actions reasonably requested of him by the Company reasonably necessary to accomplish that objective, and that he will not knowingly take any action that is intended to, or that he knows is reasonably likely to, result in the redemption of any investment assets managed by the Company as of the Effective Date, or to otherwise materially damage the Company's business. Without limiting the generality of the foregoing, Executive further agrees to consult with the Company, during the Consulting Period, on an as needed, as-requested basis, and to participate in communications with the Company's investors and/or investment clients, such as are deemed by the Company to be necessary or advisable to minimize the effect of Executive's resignation upon the Company's business.

Related to Transitional Consulting

  • 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.

  • Transitional Services Seller shall provide to Buyer, with respect to each Specified Business, upon written request from Buyer received by Seller no later than 30 days prior to the Closing Date, such services as may be reasonably requested by Buyer in connection with the operation of such Specified Business for a commercially reasonable transition period following the Closing to allow for conversion of existing or replacement services, in each case to the extent and only to the extent Seller or its Affiliates retains the Assets and employees necessary to allow the provision of such services (“Transitional Services”). In addition, between the date hereof and the Closing, Seller shall use commercially reasonable efforts to cooperate with Buyer to assist Buyer in developing and implementing a plan of transition. Buyer shall promptly reimburse Seller for the reasonable out-of-pocket costs and any incremental costs and expenses necessary to provide Transitional Services. All other terms and conditions for the provision of Transitional Services shall be reasonably satisfactory to both Buyer and Seller and subject to applicable Law.

  • Consulting Services During the term of this Agreement, the Consultant shall provide consulting services and assistance with respect to the construction of the senior housing facility owned and/or operated by the Company.

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

  • Compensation for Consulting Services For each quarter (i.e., three-month period) that Executive provides consulting services to MediciNova pursuant to the option of MediciNova contained in Section 9 above, MediciNova shall pay Executive a sum equal to fifteen percent (15%) of Executive’s annual Base Compensation which shall be applicable at the time of Executive’s termination of employment with MediciNova (prorated for any period of less than a quarter). The parties expressly agree that when Executive is performing consulting services for MediciNova, Executive is acting as an independent contractor. Therefore, Executive shall be solely liable for Social Security and income taxes that result from Executive’s compensation as a consultant. In addition, Executive shall not be entitled to any other benefits including, without limitation, such group medical, life and disability insurance and other benefits as may be provided to employees and/or executives of MediciNova.

  • Transition Planning 28 4.5. Control of Other Party's Business . . . . . . . . . 28

  • Consulting If the Executive agrees to the provisions of Section 14(e) above, then the Executive shall have the obligation to provide consulting services to the Company as an independent contractor, commencing on the Date of Termination and ending on the second anniversary of the Date of Termination (the “Consulting Period”). The Executive shall hold himself available at reasonable times and on reasonable notice to render such consulting services as may be so assigned to him by the Board or the Company’s then Chief Executive Officer; provided, however, that unless the parties otherwise agree, the consulting services rendered by the Executive during the Consulting Period shall not exceed twenty (20) hours each month; and, provided, further, that the consulting services rendered by the Executive during the Consulting Period shall in no event exceed twenty percent (20%) of the average level of services performed by the Executive for the Company over the thirty-six (36) month period immediately preceding the Executive’s Separation from Service (or the full period of services to the Company, if the Executive has been providing services to the Company for less than thirty-six (36) months). The Company agrees to use its best efforts during the Consulting Period to secure the benefit of the Executive’s consulting services so as to minimize the interference with the Executive’s other activities, including requiring the performance of consulting services at the Company’s offices only when such services may not be reasonably performed off-site by the Executive.

  • Transition Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Purchaser from and after the Closing.

  • Employment and Consulting Agreements Xxxxxxx X. Xxxx and Xxxx X. Xxxxxx shall have executed and delivered employment agreements with BRI, and Xxxxxx Xxxx shall have executed and delivered a Consulting Agreement with BRI.

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

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