Performance of Transition Services. Service Provider agrees to perform the Transition Services to be provided hereunder in a professional and competent manner, using at least the same standard of care that it uses in performing such services in its own affairs. Recipient understands that the Transition Services provided hereunder are transitional in nature and are furnished by Service Provider solely for the purpose of facilitating the Distributions. Recipient understands that Service Provider is not in the business of providing Transition Services to third parties and has no long term interest in continuing this Agreement. Recipient agrees to make a transition to its own internal organization or other third party suppliers for the Transition Services as promptly as practicable.
Performance of Transition Services. Merck Serono shall perform (and cause its Affiliates to perform) the Transition Services with the [*] (the “Services Standard”). After the Transition Time and until the expiration of the Transition Period, Merck Serono shall, on a monthly basis, provide BioMarin with a preliminary sales report of Merck Serono’s Net Sales of Products made on behalf of BioMarin within [*] Business Days after the end of each calendar month and shall provide BioMarin with a final report of Merck Serono’s actual gross and Net Sales of Products, by country, on behalf of BioMarin within [*] days after the end of each calendar month. Merck Serono shall comply (and cause its Affiliates to comply) with all Laws, and shall maintain all applicable permits and licenses, in connection with the Transition Services. At any time, BioMarin may request by written notice that Merck Serono cease conducting any particular Transition Service, and thereafter the Parties will cooperate to wind down such Transition Service as soon as reasonably practicable. Merck Serono may delegate or subcontract the provision of any Transition Services to any Third Party that Merck Serono contracted to provide the same type of services in connection with its Exploitation of the Products prior to the Agreement Date and continues to provide the applicable Transition Service to Merck Serono as of the Agreement Date. Merck Serono shall provide BioMarin with reasonable advance notice of any such delegation or subcontracting. Merck Serono shall remain responsible for the performance of any Transition Services it delegates or subcontracts to a Third Party, and Merck Serono will be BioMarin’s sole point of contact regarding the Transition Services. Under no circumstances shall Merck Serono, its Affiliates or its or their employees or agents (including subcontractors) be held accountable to a greater standard of care, efforts or skill in performing the Transition Services than the Services Standard. BioMarin acknowledges and agrees that (a) the Transition Services do not include the exercise of general management for BioMarin and (b) NEITHER MERCK SERONO NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE V. [*]. Merck Serono shall be under no obligation to perform any Transition Service to the extent such Transition Service would requi...
Performance of Transition Services. 2.3.1 SUNE shall carry out the Transition Services with reasonable skill and diligence, and in a timely, xxxxxxx-like and professional manner in accordance with applicable law, rule, regulation or court order and with a priority at least equal to the services that SUNE provides for itself.
Performance of Transition Services. The Performing Party shall perform its duties and discharge its obligations under this Agreement in a commercially reasonable manner based upon its current practices (including the software and equipment utilized by the Performing Party) in providing analogous services for itself or its Affiliates as of the Effective Time (or prior practices in the absence of a current practice) and in accordance with any service levels and performance obligations specified in the applicable section of Exhibit A or Exhibit B, as applicable. This obligation is subject to the following conditions:
Performance of Transition Services. The Company agrees to perform the Transition Services to be provided hereunder in a professional and competent manner, using at least the same standard of care that it uses in performing such services in its own affairs.
Performance of Transition Services. Upon receipt of written notice from Lottery at least thirty (30) days prior to the termination of the Agreement, except where SBT terminated the Agreement in accordance with Sections 17.2, 17.3, 17.4, and 17.5 above or SBTech otherwise determines that continued performance would expose SBTech to liability or other compliance risks (e.g., continued performance may violate Applicable Law), SBTech shall provide Transition Services as described in the Transition Plan (defined below) for a reasonable period of time as agreed upon and set forth in the Transition Plan (the “Transition Period”), on the following conditions:
Performance of Transition Services. (a) Subject to the terms and conditions set forth herein and in SCHEDULE A hereto, Seller shall provide Buyer with certain services set forth in SCHEDULE A hereto (the "Transition Services").
Performance of Transition Services. (a) Each of the Parties shall cooperate with the other Party to facilitate an orderly and timely transition of the WCBU Assets and to minimize any disruption to the respective businesses of the other Party that may result from the performance of Transition Services.
Performance of Transition Services. The Sellers agree to perform the Transition Services in accordance with past practices.
Performance of Transition Services. Seller agrees to perform the Transition Services in a professional and competent manner, using at least the same standard of care that Seller uses in performing such services in its own affairs.
