Common use of Transition of TSA Services Clause in Contracts

Transition of TSA Services. (a) If, at any time during the term of the TSA, the Receiving Party desires to transition any Service(s) to a third party, it shall so notify the Service Provider one hundred and twenty (120) days prior to the commencement of such transition (and upon delivery of such notice, the Receiving Party may commence planning discussions with the Service Provider). The Service Provider agrees that it will assist with such transitions to third party providers (the “Transition Services”), and any out of pocket and internal costs incurred by the Service Provider for the Transition Services shall be reimbursed by the Receiving Party as soon as reasonably practicable. In the case of SVU as the Service Provider of Transition Services, all costs incurred (out of pocket and internal) shall be subject to and included in a cap amount of $1,000,000, and in the case of Albertson’s as the Service Provider of Transition Services, all costs incurred (out of pocket and internal) shall be subject to and included in a cap amount of $500,000 (each, a “Cap Amount”). In the event the combined Transition Services costs (out of pocket and internal) and separation services costs exceed the applicable Cap Amount, the Service Provider shall continue to provide the Transition Services to the Receiving Party with the Service Provider bearing the costs in excess of the applicable Cap Amount. As the case may be or as the case may arise, the Service Provider shall notify the Receiving Party in writing of any utilization of the applicable Cap Amount and a running total of the remaining balance.

Transition of TSA Services. (a) If, at any time during the term of the TSA, the Receiving Party desires to transition any Service(s) to a third party, it shall so notify the Service Provider one hundred and twenty (120) days prior to the commencement of such transition (and upon delivery of such notice, the Receiving Party may commence planning discussions with the Service Provider). The Service Provider agrees that it will assist with such transitions to third party providers (the “Transition Services”), and any out of pocket and internal costs incurred by the Service Provider for the Transition Services shall be reimbursed by the Receiving Party as soon as reasonably practicable. In the case of SVU as the Service Provider of Transition Services, all costs incurred (out of pocket and internal) shall be subject to and included in a cap amount of $1,000,000, and in the case of New Albertson’s as the Service Provider of Transition Services, all costs incurred (out of pocket and internal) shall be subject to and included in a cap amount of $500,000 (each, a “Cap Amount”). In the event the combined Transition Services costs (out of pocket and internal) and separation services costs exceed the applicable Cap Amount, the Service Provider shall continue to provide the Transition Services to the Receiving Party with the Service Provider bearing the costs in excess of the applicable Cap Amount. As the case may be or as the case may arise, the Service Provider shall notify the Receiving Party in writing of any utilization of the applicable Cap Amount and a running total of the remaining balance.

Transition of TSA Services. (a) If, at any time during the term of the TSA, the Receiving Party desires to transition any Service(s) to a third party, it shall so notify the Service Provider one hundred and twenty (120) days prior to the commencement of such transition (and upon delivery of such notice, the Receiving Party may commence planning discussions with the Service Provider). The Service Provider agrees that it will assist with such transitions to third party providers (the “Transition Services”), and any out of pocket and internal costs incurred by the Service Provider for the Transition Services shall be reimbursed by the Receiving Party as soon as reasonably practicable. In the case of SVU as the Service Provider of Transition Services, all costs incurred (out of pocket and internal) shall be subject to and included in a cap amount of $1,000,000, and in the case of Albertson’s 's as the Service Provider of Transition Services, all costs incurred (out of pocket and internal) shall be subject to and included in a cap amount of $500,000 (each, a “Cap Amount”). In the event the combined Transition Services costs (out of pocket and internal) and separation services costs exceed the applicable Cap Amount, the Service Provider shall continue to provide the Transition Services to the Receiving Party with the Service Provider bearing the costs in excess of the applicable Cap Amount. As the case may be or as the case may arise, the Service Provider shall notify the Receiving Party in writing of any utilization of the applicable Cap Amount and a running total of the remaining balance.

Transition of TSA Services. (a) If, at any time during the term of the TSA, the Receiving Party desires to transition any Service(s) to a third party, it shall so notify the Service Provider one hundred and twenty (120) days prior to the commencement of such transition (and upon delivery of such notice, the Receiving Party may commence planning discussions with the Service Provider). The Service Provider agrees that it will assist with such transitions to third party providers (the “Transition Services”), and any out of pocket and internal costs incurred by the Service Provider for the Transition Services shall be reimbursed by the Receiving Party as soon as reasonably practicable. In the case of SVU as the Service Provider of Transition Services, all costs incurred (out of pocket and internal) shall be subject to and included in a cap amount of $1,000,000, and in the case of New Albertson’s 's as the Service Provider of Transition Services, all costs incurred (out of pocket and internal) shall be subject to and included in a cap amount of $500,000 (each, a “Cap Amount”). In the event the combined Transition Services costs (out of pocket and internal) and separation services costs exceed the applicable Cap Amount, the Service Provider shall continue to provide the Transition Services to the Receiving Party with the Service Provider bearing the costs in excess of the applicable Cap Amount. As the case may be or as the case may arise, the Service Provider shall notify the Receiving Party in writing of any utilization of the applicable Cap Amount and a running total of the remaining balance.