Transitional Services Agreements Clause Samples
A Transitional Services Agreement (TSA) is a contractual arrangement where the seller of a business agrees to provide certain support services to the buyer for a defined period after the transaction closes. These services may include IT support, accounting, human resources, or other operational assistance necessary to ensure business continuity while the buyer establishes their own systems. The core function of a TSA is to facilitate a smooth transition of ownership by minimizing disruptions and allowing the buyer time to integrate and set up independent operations.
Transitional Services Agreements the transitional services agreements to be entered into prior to the Effective Time between RemainCo and SpinCo or their respective Subsidiaries providing for the provision of specified services on a short-term basis.
Transitional Services Agreements. IMS and TriZetto shall have entered into the Transitional Services Agreements.
Transitional Services Agreements. The Company shall have delivered duly authorized and executed counter parts of each of the Transitional Services Agreements.
Transitional Services Agreements. Information Technology Transition Services Agreement -License Agreement for Policy and Procedure Manuals -Management Services Agreement
Transitional Services Agreements. Prior to or concurrently with the Closing, IMS, Erisco and TriZetto shall enter into one or more agreements (the "TRANSITIONAL SERVICES AGREEMENTS"), in form and substance reasonably satisfactory to TriZetto and IMS, pursuant to which IMS will continue to provide certain services (e.g. payroll processing) to Erisco for a transitional period of time after the Effective Time at a price based on the fair market value of such services.
Transitional Services Agreements. 6.5.1 The parties (each acting reasonably and in good faith) shall, as soon as reasonably practicable after the date of this Agreement and in any case by no later than Closing:
(i) meet to review the scope and final form of the services schedules (including service descriptions) to each of the Transitional Services Agreement and the Reverse Transitional Services Agreement; and
(ii) to the extent not otherwise required by the Tax Indemnity, work together to agree certain central tax services in a services schedule to the Central Services TSA for tax compliance support in respect of transfer pricing documentation, global country-by-country tax reporting and audit support (in each case, only in respect of the Straddle Periods and Pre-Closing Tax Periods as defined in the Tax Indemnity).
6.5.2 If, prior to Closing, the parties agree any changes in writing to the services schedules as referred to in paragraph (i) above or any new tax services schedule as referred to in paragraph (ii) above, the relevant services schedules in the Transitional Services Agreement and the Reverse Transitional Services Agreement (as the case may be) shall be amended accordingly. For the avoidance of doubt, failure by the parties to reach agreement on any amendments to the existing schedules or any new central tax services as referred to above shall not delay Closing or closing of any Wider Acquisition Document and the parties and the seller and the purchaser under each of the Wider Acquisition Documents shall satisfy their respective relevant closing obligation by delivering the relevant Transitional Services Agreement or Reverse Transitional Agreement (as the case may be) in the Agreed Terms.
Transitional Services Agreements. Information Technology Transition Services Agreement -Item Master Maintenance and Service Agreement -QRS License Agreement -License Agreement for Policy and Procedure Manuals
Transitional Services Agreements. Purchaser (or one or more of its Affiliates) shall have entered into the transitional services agreement(s) and other arrangements described in more detail on Exhibit B hereto.
Transitional Services Agreements. 47 ▇.▇.▇.▇▇▇ Deeds.............................................. 47 ▇.▇.▇.▇▇ Software License.................................... 47
Transitional Services Agreements. Ancillary Agreement Provision Subject to Amendment