Transitional Issues Clause Samples

Transitional Issues. (a) On the Effective Date, (i) all existing licenses by Weight Watchers to parties including Heinz or its Affiliates granting rights to manufacture, market, distribute or sell food products under the Food Trademarks (the "Direct Food Trademark Licenses"), including but not limited to those identified in Schedule ______ hereto, shall be assigned by Weight Watchers to Heinz, and Heinz shall assume the obligations of Weight Watchers with respect thereto pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Heinz and Weight Watchers, and (ii) Heinz shall retain all existing sublicenses by Heinz or any Heinz Affiliates to third parties granting rights to manufacture, market, distribute or sell food products under the Food Trademarks (the "Heinz Sublicenses"), including but not limited to those identified in Schedule ______ hereto. All subsequent use of the Food Trademarks pursuant to this provision will otherwise be subject to the terms of the Heinz License. Heinz and its Affiliates, as the case may be, may, in their discretion, assign any of the Direct Food Trademark Licenses or the Heinz Sublicenses to any Heinz Affiliate. (b) Heinz shall be entitled to payment in full of all royalties and other amounts payable under the Direct Food Trademark Licenses and the Heinz Sublicenses (or agreements related thereto) for a period of five years from the Effective Date (whether or not such agreements cover Heinz Licensed Products and whether or not such agreements have been transitioned to Weight Watchers). During such five-year period, the ownership of the Direct Food Trademark Licenses and Heinz Sublicenses covering Weight Watchers Licensed Products will be transitioned to Weight Watchers by Heinz or its Affiliates assigning such agreements to Weight Watchers at the end of the five (5) year period or by enabling Weight Watchers to renew such agreements as they expire or become eligible for renewal, whichever is sooner. Heinz shall give Weight Watchers ninety (90) days' notice of the expiration or renewal date of all Direct Food Trademark Licenses and Heinz Sublicenses covering Weight Watchers Licensed Products expiring or having a renewal date during the five year period, and Weight Watchers shall have the option to determine, to the extent permissible under the terms of the agreement with the third party, to renew or not to renew such agreement with regard to Weight Watchers Licensed Products. If any Direct Food Trademark...

Transitional Issues. 3.9.1 With respect to those network elements that are Nonconforming Facilities as of the effective date of this Amendment (“Existing Nonconforming Facilities”) (e.g.specifically, OCn loops and OCn transport and Dark Fiber Channel Termination Facilities) the Parties agree that Verizon shall continue to provide unbundled access to such Nonconforming Facilities in accordance with this Section. Notwithstanding anything to the contrary, elements and facilities that are required to be unbundled pursuant to Applicable Law, including, but not limited to, an order of the ***State Commission TXT***, a court of competent jurisdiction, and Section 271 of the Act, shall not be considered Nonconforming Facilities. 3.9.1.1 Transition from Existing Nonconforming Facilities will be handled on a project basis. The Parties agree to establish a transition schedule within the longer of (a) the period dictated by the terms of the Agreement, or (b) 90 days of the Effective Date of this Amendment. Should the Parties be unable to agree on a schedule within such period, then either Party may utilize the dispute resolution procedures set forth in the Amended Agreement. At the end of the transition period (established by agreement or via dispute resolution), unless ***CLEC Acronym TXT*** has submitted an LSR or ASR (as appropriate) to Verizon requesting disconnection or migration of the Existing Nonconforming Facility, Verizon shall convert the subject Existing Nonconforming Facilities to the most closely analogous access service available, or if no analogous access service is available, to such other service arrangement as Verizon and ***CLEC Acronym TXT*** may agree upon (e.g., by separate agreement); provided, however, that where there is no analogous access service, and ***CLEC Acronym TXT*** and Verizon have failed to reach agreement as to a substitute service, then either party may petition the Commission to inititate a proceeding to determine an appropriate just and reasonable rate for the Existing Nonconforming Facilities. Verizon may, upon 30 days’ written notice, institute the market-based rates set forth in such notice for the Existing Nonconforming Facilities. Where the Existing Nonconforming Facilities are converted to an analogous access service, Verizon shall provide such access services in accordance with the rates, terms and conditions of Verizon’s applicable access tariff. 3.9.2 As to those network elements that the ***State Commission TXT*** determines, after the E...

Transitional Issues. All transitional issues relate to the operations of Seller in New Jersey, and Seller in the United Kingdom and Canada, to the extent applicable. To the extent that any specific documents or agreements are required in order to complete the intention of the transition plan in the UK and/or Canada, the parties agree to promptly execute such documents or agreements.

Transitional Issues. (a) The Buyer agrees to employ the Seller's Miami home office employees on a transitional basis according to the terms described on Schedule 1.7. (b) The Buyer agrees to take over ownership and control of all record archives relating to the employees and patients of the Business. The Buyer agrees to give the Sellers reasonable access to such records on an as-needed basis after the Closing. The Buyer further agrees to assume the Sellers' storage facility lease agreements (to be included on Schedule 1.3(b)). (c) The Sellers acknowledge and agree that they shall assume all responsibility for any sign-on bonuses necessary to secure the employment and retention of the employees of the Business in an attempt to achieve the transition and employment benchmarks set forth on Schedule 2.1(a)(iv) (Contingent Consideration). Notwithstanding the preceding, the Buyer shall be responsible for any bonus amounts paid to the Miami home office employees who are employed by the Buyer on a transitional basis pursuant to paragraph 1.7(a) above; provided, however, that the Buyer shall approve the payment of such bonus amounts in advance.

Transitional Issues. (a) Both Parties agree to dedicate sufficient resources to permit pre- implementation meetings to take place as required, with each party responsible for its own costs. (b) The parties shall be jointly responsible for the development of a communication plan as agreed to be appropriate. Bluewater and Client shall share any such costs on a 50:50 basis.

Transitional Issues. SECTION 7.1. On the Commencement Date, Landlord shall deliver to Tenant a schedule which reflects all earned and accrued vacation, holiday and sick pay and retirement and severance benefits and earned bonuses due to and/or coming due to the employees of the Facility as of or subsequent to the Closing Date (the "Benefits Schedule"): On the Commencement Date, Landlord shall deliver to Tenant the amount reflected on the Benefits Schedule (the "Vacation Pay") and Tenant shall agree from and after the Commencement Date, to pay said benefits to the employees of the Facility as and when due in accordance with Landlord's personnel policies prior to the Commencement Date and Tenant's personnel policies from and after the Commencement Date. SECTION 7.2. On the Commencement Date Landlord shall provide Tenant with an accounting of all Facility resident deposits or prepayments (the "Resident Deposits") and resident trust funds (the "Resident Trust Funds") being held by Landlord as of the Commencement Date. Such accounting shall set forth the names of the residents or prospective residents and tenants or prospective tenants for whom such funds are held, the amounts held on behalf of each such resident or prospective resident or tenant or prospective tenant and the Landlord's warranty that the accounting is true, correct and complete. SECTION 7.3. Notwithstanding the foregoing, Landlord will indemnify and hold Tenant harmless from all liabilities, claims and demands in the event the amount of the Resident Deposits and Resident Trust Funds transferred to the Tenant's bank account as provided in Section 7.2 did not represent the full amount of such Resident Deposits and Resident Trust Funds then or thereafter shown to have been delivered to Landlord by the current residents or prospective residents of the SECTION 7.4. Accounts Receivable related to services rendered at the Facility shall be handled as follows: SECTION 7.4.1. All cash, checks and cash equivalents at the Premises and deposits in bank accounts (other than Resident Deposits and Resident Trust Funds) relating to the Premises on the Commencement Date shall remain Landlord's property after the Commencement Date. All accounts receivable, loans receivable and other receivables of Landlord, whether derived from operation of the Premises or otherwise, shall remain the properly of Landlord after the Commencement Date. Landlord shall retain full responsibility for the collection thereof. SECTION 7.4.2. Tenant shall ass...

Transitional Issues. (a) The Buyer agrees to employ the Seller's Miami home office employees on a transitional basis according to the terms described on Schedule 1.7. (b) The Buyer agrees to assume the Seller's liability for contract labor for direct care services provided to the Sellers' patients in the last full regular bi-weekly pay period (and any fractional pay period) immediately prior to Closing, with the amount of the Buyer's responsibility not to exceed $75,000.00 in the aggregate. Such amounts payable by the Buyer shall be set forth on the Closing Statement. (c) The Buyer agrees to take over ownership and control of all record archives relating to the employees and patients of the Business. The Buyer agrees to give the Sellers reasonable access to such records on an as-needed basis after the Closing. The Buyer further agrees to assume the Sellers' storage facility lease agreements (to be included on Schedule 1.3(b)). (d) The Sellers acknowledge and agree that they shall assume all responsibility for any sign-on bonuses necessary to secure the employment and retention of the employees of the Business in an attempt to achieve the transition and employment benchmarks set forth on Schedule 2.1(a)(iv) (Contingent Consideration). Notwithstanding the preceding, the Buyer shall be responsible for any bonus amounts paid to the Miami home office employees who are employed by the Buyer on a transitional basis pursuant to paragraph 1.7(a) above; provided, however, that the Buyer shall approve the payment of such bonus amounts in advance.

Transitional Issues