Transitional Matters. (a) From and after Closing, Sellers shall retain full right and authority to use, enforce, pursue remedies and take actions with respect to any of the Excluded Assets.
Transitional Matters. Each of Seller and Purchaser will use its respective reasonable efforts to cooperate to (a) transfer to Purchaser or any of its Affiliates any insurance and administrative services contracts that Purchaser wishes to continue with respect to any Employee Plan that Purchaser or any of its Affiliates is assuming or continuing pursuant to this Agreement and (b) cause any insurance carrier administering workers' compensation and other employee benefit liabilities or obligations assumed by Purchaser or any of its Affiliates to deal directly with Purchaser or such Affiliate.
Transitional Matters. Without in any way limiting the generality of the foregoing provisions, Buyer and Seller shall cooperate with regard to the transitional matters as set forth on Schedule 16(n). Notwithstanding the foregoing, Seller shall not be obligated to provide its resources or time to such transitional matters if it would materially interfere with Seller’s ability to conduct its business or operations in the ordinary course.
Transitional Matters. (a) Upon expiration or termination (other than pursuant to Section 9.2(a) for a material breach by Distributor) of the Agreement, Distributor may, where permitted by Law, sell the Product then in its inventory for a period of [***] thereafter (the “Sell-Off Period”), all in accordance with the terms of this Agreement. Notwithstanding the foregoing, Cipher shall, at its sole option, have the right to either provide distribution exclusivity during the Sell-Off Period or repurchase during the Sell-Off Period unsold product in inventory, with a shelf-life of at least [***], at the Purchase Price paid by Distributor for such unsold Product. Promptly after the expiration of the Sell-Off Period, Distributor will, at its cost, destroy any unsold Product remaining in its inventory and will provide appropriate evidence of such destruction to Cipher or, at Cipher’s request, will return such inventory to Cipher at Cipher’s cost. Cipher will have the right to cancel any purchase orders placed by Distributor which were accepted by Cipher prior to such termination or expiration, and which require delivery of Product after the date of termination or expiration including during the Sell-Off Period.
Transitional Matters. (a) On the Closing Date, Seller shall provide Purchaser all Delivery Records associated with the Deposits in its possession at each Branch. Immediately following the Closing Date, Seller shall provide to Purchaser, at Purchaser’s sole expense and at a location designated by Purchaser, all Loan Documents. Upon Closing, Seller shall provide Purchaser all the data which is reasonably necessary for the conversion of the Assumed Deposits to Purchaser’s data processing system; provided, however, that Seller and Purchaser each shall pay for their own expenses incurred in the conversion. Seller shall complete an assignment and allonge for each Purchased Loan or a global instrument of assignment in form and substance reasonably acceptable to Purchaser and deliver the assignments and allonges or global instrument at Closing. Thereafter, Seller will honor in a timely manner any further reasonable requests by Purchaser relative to additional endorsements, assignments or similar matters with respect to the Loan Documents for Purchased Loans; provided, however, with respect to specific Loan Documents, Seller may require additional time to effectively transfer title thereto and Purchaser shall not hold Seller liable for any reasonable delays in the delivery of such Loan Documents.
Transitional Matters. (a) Each of the parties acknowledges and agrees that the transition of the Business from the Selling Companies to Buyer will require that certain transactions and relationships will need to be entered into, restructured and reorganized in connection with the transition of the Business from the Selling Companies to Buyer. The parties agree that prior to the Closing Date, the parties shall cooperate with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide,
Transitional Matters. Article XXII The Wuskwatim Partnership agrees to provide transition funding to NCN for the wind-up of the future development office over 3 months from the signing of the PDA, the defence of legal challenges, if any, to the issuance of the licenses required to build the project and the defence of legal challenges, if any, to NCN’s right to sign the PDA, subject to a work plan and budget acceptable to Hydro. The Wuskwatim Partnership also agrees to provide implementation funding to NCN to a maximum of $2.7 million to reimburse reasonable eligible costs incurred by NCN from the signing of the PDA to the adjustment date (one year following the final closing) for the implementation of the PDA arrangements, including costs related to NCN’s participation on on-going committees, administration and monitoring, community consultations and ceremonies, subject to a work plan and budget acceptable to Hydro. If construction of the project does not proceed or is delayed, the amount of funding may be adjusted. Release and Indemnity: Article XXIII NCN, for itself and on behalf of NCN Members, releases Hydro from all claims whatsoever that NCN or its Members had, has or could have in any way arising out of Hydro’s obligations as set out in Article 8 of the 1996 NFA Implementation Agreement in respect of the Wuskwatim Project, other than as set out in the PDA. NCN agrees to indemnify Hydro from any claims brought by Members of NCN in respect of the matters from which Xxxxx has been released. The indemnity does not cover Hydro’s costs of resisting such claims and is subject to Hydro complying with prescribed requirements in favour of NCN, such as giving quick notice of the claim. No release is given for future breaches of the 1996 NFA Implementation Agreement, breaches of the PDA or for future negligent acts or willful misconduct. In simple terms, an indemnity is sort of like a promise to reimburse. If Xxxx indemnifies Xxxx, and Xxxx is successfully sued for $100, Xxxx pays the $100 instead of Xxxx.
Transitional Matters. Seller shall use its commercially reasonable efforts to cooperate with Buyer to assure an orderly transition of ownership of the Transferred Assets and Transferred Loans and responsibility for the liabilities, including the Deposit Liabilities, assumed by Buyer hereunder. As soon as practicable following the date of this Agreement, but in no event later than 30 calendar days after the date of this Agreement, Buyer shall provide Seller with a draft of a detailed transition plan covering operational aspects of the transition, including methods for the transmission of data and records. If Seller does not accept any part or all of such plan, it must notify Buyer in writing within 15 calendar days after receiving such draft transition plan from Buyer, whereupon the parties agree to use their best efforts to agree upon a mutually acceptable transition plan as soon as possible, but in no event later than 60 calendar days after the date of this Agreement. Seller shall use its commercially reasonable efforts to cooperate fully with Buyer in implementing such transition plan.
Transitional Matters. (a) Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as expressly permitted by this Agreement or otherwise consented to or approved by the Buyer in writing (such consent or approval not to be unreasonably withheld):
Transitional Matters. (a) During the ninety (90) day period following the Closing Date, the Bank shall pay, in accordance with law and customary banking practices, all properly drawn and presented checks, and automated clearinghouse debits and credits, ATM deposits and withdrawals, drafts and withdrawal orders presented to the Bank by mail, over the counter through the check clearing system of the banking industry, by depositors of the Deposit Liabilities on checks, drafts or withdrawal order forms provided by Seller, and in all other respects, to discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors whose deposits are assumed by the Bank.
