Transition Operations. The Transition O&M Agreement.
Transition Operations. Between the date hereof and Closing, neither Seller nor any Member will take any action that is designed or intended to have the effect of discouraging any customer or business associate of Seller from maintaining the same business relationships with Buyer after the Closing that it maintained with Seller before the Closing. Specifically, and without limitation, Seller and each Member will:
Transition Operations. 22 8.8 Irrevocable Bank Instructions...............................22 8.9 SCE Letter..................................................22 8.10 No Broker Fees Letter.......................................22 8.11 Ormat Technologies Letter...................................22 8.12
Transition Operations. From and after the Closing until the period of the noncompete provisions set forth in Section 5.2 have terminated, neither Seller nor Shareholder will take any action that is designed or intended to have the effect of discouraging any customer or business associate of Seller from maintaining the same business relationships with Buyer after the Closing that it maintained with Seller before the Closing. Specifically, and without limitation, after the Closing until the period of the non compete provisions set forth in Section 5.2 have terminated, Seller and Shareholder will:
Transition Operations. From and after the Closing, neither Seller nor Shareholder will take any action that is designed or intended to have the effect of discouraging any customer or business associate of Seller from maintaining the same business relationships with Buyer after the Closing that it maintained with Seller before the Closing. Specifically, and without limitation, after the Closing, Seller and Shareholder will:
Transition Operations. With respect to any portion of the Oil and Gas Properties operated by Company or its agent, after Closing and until such time as Buyer may be recognized and approved by the applicable federal or state agency as Operator of such portion of the Oil and Gas Properties, FOC shall operate such portion of the Oil and Gas Properties for the account of Buyer, under the terms of the Intercompany Services Agreement listed on Schedule 4.7 between the Company and FOC. In connection with such operations under the Intercompany Services Agreement, the Company shall pay FOC consistent with the provisions of thereof, plus an additional fee equal to US$200,000 per month, provided that such additional fees shall begin to accrue from the first day of the first month beginning at least 90 days after Closing. Upon Buyer being recognized as operator as to all of the Oil and Gas Properties, Buyer shall deliver to FOC written notice of its intention to assume operations, designating the date of its intended assumption. On such date, the Intercompany Services Agreement shall immediately terminate and be of no further force and effect, with no further liability thereunder on the part of either Buyer or the Company, except for reimbursements and a pro rata portion of the operating fee for the period through the date of termination and any indemnity protections that survive termination per the terms of the Intercompany Services Agreement.
Transition Operations. Transition Manager – *** Account Manager – *** Client Operations Head – *** Operations Manager – *** Process #1 Supervisor– *** Exhibit 8
Transition Operations. 27 7.10 Letter Agreement Concerning Capital Expenditures.............................27 7.11
Transition Operations. For a period of 120 days following the date of Closing, without additional consideration, the Parties agree to assist each other with the orderly transition of the operations of the Acquired Businesses. Such assistance shall include, without limitation, assisting the applicable Acquiring Party in obtaining contracts with current customers, routing transition activities and developing sufficient information to allow the Acquiring Party to compile accurate customer bxxxxxxx. The foregoing is not intended to require the Transferring Party to maintain regular office hours or work on anything other than a part-time basis. Any and all costs or expenses incurred by the respective Parties, including travel expenses in connection with the foregoing, shall be paid by the applicable Acquiring Party.
Transition Operations. Seller and Buyer will enter into a 90-day transition operating agreement, generally in the form attached hereto as Exhibit 10.13, providing for Seller to operate the properties and make disbursements for a period up to ninety (90) days after Closing. In consideration for rendering these services, Seller shall be reimbursed for its reasonable out-of-pocket expenses, plus receiving the XXXXX overhead rate applicable to the particular property.
