Provision of the Transition Services. For the Term described below, Dole agrees to provide the transition services as set forth in Appendix 1 (the “Transition Services”), provided, however, DAL may reasonably request Dole and its affiliates to provide additional Transition Services, or terminate certain Transition Services, and the Parties shall negotiate and agree in good faith on the change in scope of the Transition Services and adjustment in fees, amending Appendix 1 accordingly. Dole shall provide and shall cause its affiliates to provide the Transition Services in compliance with applicable law and with the same degree of care (which in no event shall be less than reasonable care), skill and diligence, and in substantially the same manner, as it does for its own business operations and consistent with the ordinary course of business.
Provision of the Transition Services. Buyer warrants that it will perform the Seller Transition Services in a professional and workmanlike manner and, where applicable, Buyer shall use reasonable efforts to perform the Seller Transition Services in accordance with Seller’s past practices and standard operating procedures prior to the Closing, provided, however, that Buyer shall not be obligated to hire additional personnel or engage any outside contractors or external resources to perform any requested Seller Transition Service. If Seller requests Seller Transition Services that would require Buyer to hire additional personnel or engage any outside contractors or external resources for performance of such services, Buyer will promptly notify Seller and, absent agreement otherwise by the Parties, the requested services will not be provided. Buyer’s provision of the Seller Transition Services during the Seller Transition Period shall not confer upon Buyer, or imply or be construed as vesting in Buyer, any ownership or management rights with respect to the Excluded Assets, and Seller shall at all times be the owner of the Excluded Assets with all the rights of, and responsibility for, the management and ownership of the Excluded Assets and all activities ancillary or incident thereto.
Provision of the Transition Services. Sellers shall use commercially reasonable efforts to provide, or cause to be provided, the services specified in Schedule 1 (the “Seller Services”). Purchaser shall use commercially reasonable efforts to provide, or cause to be provided, the services specified in Schedule 2 (the “Purchaser Services” and, collectively with the Seller Services, the “Transition Services”). Each Party responsible for providing Transition Services (each, a “Providing Party”) shall use commercially reasonable efforts to provide, or cause to be provided, such Transition Services in a reasonable and diligent manner consistent with the quality and level of service with which such Party or its affiliates provides, or causes to be provided, services for themselves. Notwithstanding anything in this Agreement to the contrary, in no event shall any Providing Party be obligated to (a) make any modifications to, or refrain from making any modifications to, any such services such Providing Party provides to itself, (b) acquire additional assets, equipment, rights or properties, (c) hire additional employees or (d) maintain or support any assets, equipment, rights or property that are not owned or leased by such Providing Party. Notwithstanding the foregoing or any other provision in this Agreement, (i) neither Party shall be in breach of this Agreement if such Party does not provide, or cause to be provided, any Transition Services as a result of any refusal to give, or material delay in providing (after reasonable notice), any consent reasonably requested with respect to any matter under this Agreement on the part of the Party receiving such Transition Services (each, a “Receiving Party”) and (ii) a Providing Party is not required to provide any Transition Service if the provision thereof would violate any applicable law.
Provision of the Transition Services. 1.1 No Liability for Transition Services. Dole offers to provide the Transition Services described in this TSA solely to assist DAL after the Closing Date. Accordingly, except as provided in this TSA, DAL waives any and all rights to seek any claim for indemnity or reimbursement, or file any suit, action or legal proceeding of any kind or nature against Dole, arising out of or related to this TSA.
Provision of the Transition Services
