TSA Services Clause Samples
The TSA Services clause defines the scope and terms under which transitional services are provided by one party to another, typically following a business acquisition or divestiture. It outlines the specific services to be delivered, such as IT support, HR administration, or accounting, and sets forth the duration, fees, and service levels for these transitional arrangements. This clause ensures that the buyer can maintain business continuity while gradually assuming full operational control, thereby minimizing disruption and facilitating a smooth transition.
TSA Services. (i) PARENT SERVICES. Parent will continue to provide, or cause to be provided by its Affiliates or Subcontractors, to the Acquired Subsidiaries or, at Purchaser's direction, the Acquired Subsidiaries' Affiliates, Purchaser or the Joint Ventures all services, support, facilities, and other resources that Parent or Sellers, or their respective Affiliates or Subcontractors, provided, or caused to be provided, to the Acquired Subsidiaries or the Joint Ventures during the Pre-Closing Period, including as set forth on Schedule 2(a) hereto (designated as "Forward"), except as otherwise mutually agreed in writing by Purchaser and Parent prior to the Effective Date (the "Parent Services").
(A) In the event that Purchaser internally restructures, reorganizes or transfers the Business to a Purchaser Affiliate, Parent shall be obligated to continue to provide, or cause to be provided, the Parent Services to the Purchaser Affiliate insofar as it conducts the Business. Parent shall at all times assist and cooperate with any Purchaser Affiliate that supports the Business, only insofar as it supports the Business.
(B) Parent has no obligation to provide, or cause to be provided, TSA Services to Purchaser for itself or on behalf of any Affiliate of Purchaser or Joint Venture that was not part of the Business prior to the Effective Date, except as set forth in Section 2(a)(i)(A) hereof.
TSA Services. To the extent that any of the Support Services under the TSA are to be performed by Other Subsidiaries (rather than MTG), TNSC hereby agrees to cause the applicable Other Subsidiary to provide the applicable Support Service on the terms and conditions set forth in the TSA.
TSA Services. UniGroup agrees to provide, among other services, certain invoicing services to the Vanliner Companies in accordance with and subject to the terms and conditions of the Transition Services Agreement.
TSA Services. Prior to the Closing, RMT Partner will use its best efforts to remove from the schedules to the TSA those Services (as defined in the TSA) identified on Section 5.18 of the Parent Disclosure Letter, unless RMT Partner determines, in its reasonable discretion and in consultation with Parent, (i) it would not otherwise be able to procure such Service(s) from a third party on commercially reasonable terms or (ii) such Services would be necessary to consummate the Transactions on the timetable contemplated by the Parties.
TSA Services. During the Pre-Closing Period, if Purchaser or Seller identifies a service that a Service Provider (as defined in the Transition Services Agreement or the China Transition Services Agreement, as applicable) provides to a Service Recipient (as defined in the Transition Services Agreement or the China Transition Services Agreement, as applicable) that such Service Recipient requires in order to conduct the Business or the Retained Business (as defined in the Transition Services Agreement or the China Transition Services Agreement, as applicable), as the case may be, in substantially the same manner as the Business or the Retained Business is presently conducted and such service is not in the applicable schedule or statement of work included in the form of the Transition Services Agreement or China Transition Services Agreement, then Purchaser and Seller shall discuss the matter in good faith, and, if Purchaser and Seller reach an agreement for the provision of any such additional services, Purchaser and Seller shall accordingly update the applicable schedule or, to the extent such additional service involves the development of Intellectual Property, prepare or update the applicable form of statement of work.
TSA Services. The Sellers shall notify all relevant personnel of the Sellers and their Affiliates of the services to be provided to the Business pursuant to the Seller TSA and the Sellers shall, and shall ensure that their relevant personnel, (i) not take any actions that would result in the inability to deliver the Assets and the assets of the Companies to the Buyer in working condition, (ii) not remove from the Companies and their properties or any location included in the Assets any of the Sellers’ or their Affiliates assets that are related to the services to be provided to the Buyer in accordance to the Seller TSA, and (iii) be in a position to provide the services set forth in the Seller TSA in accordance with the terms of the Seller TSA. During the Interim Period, WM Parent and the Buyer will negotiate in good faith to mutually agree on a form of letter to be sent by the applicable Sellers to those customers of the Business contemplated to be transferred, assigned to or serviced by the Buyer or its Affiliates following the Time of Closing pursuant to this Agreement or the other Transaction Agreements notifying such customers of the consummation of the transactions contemplated hereby, which letter shall be sent by such Sellers to such customers as soon as reasonably practicable after the Time of Closing but in no event more than five (5) Business Days after the Closing Date.
TSA Services