Transitional Services Clause Samples

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.

Transitional Services. Upon cancellation, termination, or expiration of this Contract for any reason, the Contractor shall provide reasonable cooperation, assistance and Services, and shall assist the State of Wisconsin to facilitate the orderly transition of the work hereunder to the State of Wisconsin and or to an alternative Contractor selected for the transition upon written notice to the Contractor at least thirty (30) business days prior to termination or cancellation, and subject to the terms and conditions set forth herein.

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.

Transitional Services. At the request of Seller, Buyer will continue to provide accounting, payroll, and general administration services to Seller for a reasonable period of time after the Closing on a basis consistent with past practice.

Transitional Services. (a) Service Provider's liability for any claims, liabilities, damages, losses, costs, expenses (including, but not limited to, settlements, judgments, court costs and reasonable attorneys' fees), fines and penalties (collectively, "Losses"), arising out of any actual or alleged injury, loss or damage of any nature whatsoever in providing or failing to provide the Transitional Services to Service Receiver shall be limited to an amount equal to the total fees payable to Service Provider during the fiscal quarter in which the Loss occurs, and in no event shall the aggregate liability of Service Provider exceed the aggregate fees payable to Service Provider under this Agreement. Notwithstanding anything to the contrary contained herein, in the event Service Provider commits an error with respect to or incorrectly performs or fails to perform any Transitional Service, at Service Receiver's request, Service Provider shall use its best efforts to correct such error, re-perform or perform such Transitional Service. (b) Service Provider will not be liable to Service Receiver for any act or omission of any other entity (other than due to a default by Service Provider in any agreement between Service Provider and such other entity and then, only in accordance with the provisions and subject to the limitations contained in this Agreement) furnishing any Transitional Service. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR AT LAW OR IN EQUITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER LOSS) ARISING FROM OR RELATING TO ANY CLAIM MADE UNDER THIS AGREEMENT OR REGARDING THE PROVISION OF OR THE FAILURE TO PROVIDE THE TRANSITIONAL SERVICES.

Transitional Services. At the Closing, Purchaser and Pfizer shall enter into, execute and deliver a transitional services agreement substantially to the effect set forth in Exhibit C (the "Transitional Services Agreement").

Transitional Services. At Customer's expense on a time-and-materials basis, Ventiv will provide Customer with reasonable assistance in the winding down of the Services and/or transition of such Services to a new service provider in the event of any termination or expiration of this Agreement.

Transitional Services. 12.1 The Seller and the Purchaser will use reasonable best efforts and cooperate and act in good faith to mutually agree on any necessary or appropriate transitional services to be provided to the Company Group Members by the Parent and its Affiliates after the Initial Completion Date and to negotiate in good faith and agree, prior to the Initial Completion Date and on arm’s-length terms, such transitional services agreement or agreements as may be necessary to allow the Company Group Members to receive such services from the Parent and its Affiliates after the Initial Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the Purchaser: (a) the scope of services shall, save as may otherwise be agreed, be in all material respects the same as those provided as at the Signing Date, and shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in the twelve months prior to the Signing Date; (b) the services shall be provided for such time as required by the Company Group Member to enable that recipient reasonably to migrate to another provider; (c) the Seller and the Purchaser shall cooperate with a view to procuring all third party, governmental and regulatory consents, authorizations and approvals necessary for the services to be provided in accordance with Law; and (d) subject to any change to the services agreed between the Seller and the Purchaser and to any reasonably and proportionate pass-through of any increases in the costs of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 12.2 Until Seller and Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including information technology services) provided by the Retained Group to the Company Group during the 12 months immediately preceding Initial Completion shall continue to be provided to the Company Group, after Initial Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the Company Group at the Signing Date. 12.3 Where a Related Party Contract gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any...

Transitional Services. (a) Each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the other and its Affiliates, upon written request received by Comcast or TWC, as applicable, such signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with the operation of the Native Systems, the Adelphia Systems and any other assets or properties acquired from Adelphia pursuant to the Adelphia Agreements, as applicable, for a commercially reasonable period following the Closing to be mutually agreed upon in good faith by Comcast and TWC to allow for transition of existing services or establishment of replacement services. (b) Without limitation of Section 6.8(a), if the Closing does not occur on the date of the Adelphia Closing, each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the other and its Affiliates, signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with any assets or properties acquired from Adelphia pursuant to the Comcast/Adelphia Purchase Agreement or the TWC/Adelphia Purchase Agreement, as the case may be. The services referred to in this Section 6.8(b) shall be provided from the Adelphia Closing until the Closing or, if this Agreement is terminated in accordance with its terms, for a commercially reasonable period to be mutually agreed upon in good faith by TWC and Comcast to allow for transition of existing services or establishment of replacement services (with respect to the Specified Systems, until the Transition Closing, and, if requested, a commercially reasonable period thereafter). (c) The recipient of any services referred to in Section 6.8(a) or (b) shall promptly reimburse the provider thereof for the actual out-of-pocket cost to such provider and its Affiliates of providing such services, and all other terms and conditions for the provision of such services shall be reasonably satisfactory to both Comcast and TWC, and subject to applicable Legal Requirements. (d) If this Agreement is terminated in accordance with Section 9.1, at a closing (the "Transition Closing") to be held as soon as reasonably practicable after such termination, subject to the receipt of the consents and approvals referred to in the last sentence of this Section 6.8(d), each of Comcast and TW NY shall, and shall cause their respective Affiliates to (i) assign, tran...