Common use of Transition Services Clause in Contracts

Transition Services. To the extent that Sellers' Employees are reasonably able to perform such services, Sellers shall provide to Buyer reasonable and normal services relating to the effectuation of an orderly transition of the operation and administration of the Business to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to the Closing Date, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to Sellers.

Transition Services. To Between the extent that Sellers' Employees are reasonably able to perform such services, Sellers shall provide to Buyer reasonable date of this Agreement and normal services relating to the effectuation of an orderly transition of the operation and administration of the Business to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to the Closing Date, Sellers the Parties shall negotiate in good faith to finalize the list of Transition Services (as defined in the Transition Services Agreement) set forth on Annex A to the Transition Services Agreement. The final Annex A to the Transition Services Agreement will be attached to the definitive form of such agreement executed at Closing and shall provide the following services under the Transition Services Agreement for a period of six (6) months after the Closing Date (the “Initial Transition Period”) at no cost to Buyer copies of all policy formsBuyer: an IT environment, SSC environment, and all other related formspayroll environment necessary for supporting the Business in a manner consistent with the manner of support provided by Parent prior to Closing (the “Initial Transition Services”). For a period of six (6) months following the Initial Transition Period, including drafts and check stock, used by Sellers in its administration of Seller shall provide the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are Initial Transition Services at a cost per such Initial Transition Service requested by Buyer to provide services beyond be negotiated in good faith and agreed by the reasonable and normal Parties. The Initial Transition Services described and all services otherwise reflected in the Transition Services Agreement shall be provided using Parent’s and Seller’s existing contracts, licenses and other assets. Parent and Seller shall also assist Buyer with the separation and segregation of the IT Assets transferred by Seller to Buyer pursuant to Section 2(e) above6.23 at no cost to Buyer; provided, such reimbursement however, that the Initial Transition Services and the services otherwise reflected in the Transition Services Agreement shall not otherwise include, nor shall Parent nor Seller otherwise provide, services involved in the migration from Seller’s overall IT environment to Buyer’s systems unless Parent, Seller and Buyer shall negotiate a separate fee to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers Buyer to Third Party Providers Parent and Seller for such services. All services contemplated by this Section 6.15 and otherwise reflected in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during Agreement shall terminate on the immediately preceding month. Within ten business days after receipt by Buyer twelve (12) month anniversary of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersClosing Date.

Transition Services. To During the extent that Sellers' Employees are reasonably able Transition Period, Seller shall cause the employees of Seller identified by the Transition Team to perform such services, Sellers shall provide to Buyer reasonable and normal services relating assistance with respect to the effectuation of an orderly transition of the operation and administration of the Business from Seller to Buyer (the "“Transition Services"”). To During the extent that Sellers' Transition Period, Seller may also assign such other of its employees are not reasonably able as Buyer may request, subject to perform Seller’s consent thereto. Those employees of Seller providing Transition Services requested by are referred to herein as “Transition Employees.” Buyer acknowledges that Seller shall not be obligated to assign other employees to the Transition Team if it will adversely impact Seller’s other business. The Transition Employees shall assist in the coordination and implementation of the transition of the Business from Seller to Buyer, Sellers all in accordance with the Transition Plan. Wages for Transition Employees directly engaged in the production of Product will be paid for by the facility in which they are working, i.e., if Transition Employees are working in the Buyer’s facility, Buyer shall promptly offer compensate Seller for their labor costs at a rate equal to arrange for the provision 135% of such Transition Services by one or more third parties Employees’ respective salaries (converted to a "Third Party Provider"per hour amount). Such offer Seller shall be made by means of invoice Buyer on a written notice weekly basis for amounts owed with respect to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such servicesTransition Employees, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall pay each such invoice within five (5) business days of receipt thereof. Transition Employees not directly engaged in the production of Product (the “Indirect Transition Employees”) shall be solely responsible paid by their respective employers for all fees, expenses, and other costs the first 45 days of the Transition Period. At the end of such Third Party Provider45-day period, Buyer will have the option to either offer employment to such Indirect Transition Employees or to allow the Seller to continue to employ them. In addition, prior to the Closing Date, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer does not offer employment to provide an Indirect Transition Employee, then Buyer may still utilize the services beyond of any such Indirect Transition Employee during the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement Period but shall pay to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer Seller with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoiceIndirect Transition Employee a fee equal to 135% of such Transition Employee’s salary (converted to a per hour amount), Buyer shall pay payable to Sellers Seller in cash accordance with the amounts reflected on such invoice to the extent that such amounts have not already been paid to Sellerspayment terms set forth above.

Transition Services. To the extent that Sellers' Employees are reasonably able to perform such services, Sellers shall provide to Buyer reasonable and normal services relating Due to the effectuation integrated and complex nature of the FITS Programme, Transition will be carried out in Projects, each Project designed to deliver one or many FITS Services. Nearly all Projects will involve several Suppliers. In liaison with the Suppliers, the Authority will identify and define each Project and nominate an Authority Project Manager and a Lead Supplier. Projects are initiated and thereafter delivered in accordance with the procedures and governance of Part 2 of this schedule 6.1(Transition, Delivery and Acceptance Requirements) and the FPMF. The Hosting Supplier shall: deliver the Hosting Services and Deliverables in accordance with the Approved Transition Documentary Deliverables; implement its Hosting Supplier Solution described in schedule 4.1 (Hosting Supplier Solution) such that: it meets the Acceptance Criteria by the relevant Milestone Date; and following the Service Commencement Date for any aspect of the Hosting Supplier Solution, the Services to be delivered by that aspect of the Hosting Supplier Solution shall be delivered in accordance with schedule 2.1 (Service Requirements) and the FMO Services to be delivered by that aspect of the Hosting Supplier Solution shall achieve the Service Levels and KPIs in schedule 2.2 (Service Performance Management) according to the Standards; co-cooperate with the Other FITS Suppliers and Exiting Suppliers whose services are relevant to each Project; carry out and achieve Dependencies such as to facilitate the Other FITS Suppliers achieving their Milestones; meet, achieve or exceed the security standards and the Security Management Plan throughout the Transition Period; notify the Authority and FTAF as soon as reasonably practical after it becomes aware that it will not achieve a Milestone by the relevant Milestone Date, or that a Dependency will not be achieved (by it or an Other FITS Supplier or Exiting Supplier) or that there is any other jeopardy or risk to the FITS Programme; and prepare and, following Approval, implement the Transition Documentary Deliverables described in Part 2 of this schedule 6.1 (Transition, Delivery and Acceptance Requirements). The Hosting Supplier shall implement and test its Hosting Supplier Solution such that it achieves the Milestones by the Milestone Dates. If the Hosting Supplier does not Achieve a Milestone Achievement Certificate for a Milestone by its Milestone Date the Hosting Supplier shall be liable for Delay Payments pursuant to schedule 7.1 (Charging and Invoicing) if Table 1 below and schedule 7.1 (Charging and Invoicing) state that Delay Payments are applicable. The Hosting Supplier shall be liable for Delay Payments whatever the reason for the delay except where the failure to achieve a Milestone Achievement Certificate by a Milestone Date is due to Authority Cause, a Force Majeure Event or Other Authority Providers where there is a Dependency which is agreed directly with the Authority (but not where the Authority Cause or failure by an Other Authority Provider is caused by the Hosting Supplier or an affiliate). Where the Hosting Supplier has suffered Delay Payments due to a failure by an Other FITS Supplier to achieve or deliver a Dependency, the Hosting Supplier shall be entitled to damages from that Other FITS Supplier in accordance with clause 12.5 of the MSA but shall not be entitled to take any action to recover the indemnity until the end of the Transition Period unless the Authority agrees that any action may be taken at the end of the relevant Project (MSA clause 27.6). If the Hosting Supplier fails to achieve a Milestone by the Milestone Date and that Milestone is a Dependency of an orderly transition Other FITS Supplier, the Hosting Supplier may be liable to the Non-Defaulting Supplier in accordance with clause 12.5 of the operation MSA. Where Delay Payments are paid and administration the FITS Supplier is also liable for the loss of Anticipated Savings pursuant to clause 54.5.5 of the Business to Buyer (TSA, the "Transition Services"). To sums for which the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision FITS Supplier is liable in respect of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer lost Anticipated Savings shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to the Closing Date, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and reduced to the extent (if any) to which Delay Payments compensate for the loss of Anticipated Savings. Approval Certificates Transition Documentary Deliverables are measured against Quality Criteria and the Hosting Supplier shall ensure that Buyer requests that Sellers perform the Transition ServicesDocumentary Deliverables shall achieve those Quality Criteria by the Milestone Date. Each Transition Documentary Deliverable shall be Approved by the Authority pursuant to the procedure set out in Part 2 of this schedule 6.1 (Transition, on or Delivery and Acceptance Requirements). Other Deliverables are measured against Acceptance Criteria and schedule 2.3 (Standards) and shall Achieve the Acceptance Criteria and obtain Acceptance from the Authority by the relevant Milestone Date. Achievement of the Acceptance Criteria shall be evidenced by an Approval Certificate issued by the Authority. Where relevant to a Milestone, Non Documentary Deliverables shall be tested against the Test Success Criteria and test witnessed in accordance with the procedures in Part 3 of this schedule 6.1 (Transition, Delivery and Acceptance Requirements) and the Test Success Criteria shall be passed before the 15th day Acceptance Criteria can be satisfied. There is no deemed approval mechanism and the Hosting Supplier shall escalate any delay or failure to Approve through the Dispute Resolution Procedure. Failure of each monththe Authority to give Approval where the Authority is entitled to withhold Approval in accordance with clause 5 of the TSA, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect not be considered an Authority Cause and nor shall the Hosting Supplier be entitled to Transition Services provided hereunder during relief or additional time or costs except as determined through the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersDispute Resolution Procedure.

Transition Services. To From and after the extent date hereof and until [*], SBCL will provide necessary and appropriate services other than such services as have been transitioned to Healtheon in order that Sellers' Employees the Agreed Services are reasonably able rendered to perform such servicesSBCL. Notwithstanding the foregoing, Sellers SBCL shall not be required to provide to Buyer reasonable and normal any services relating to provided by [*] under Assumed Contracts (as defined in the effectuation of an orderly transition of the operation and administration of the Business to Buyer (the "Transition Services"Asset Purchase Agreement). To In consideration of such services from the extent that Sellers' employees are Effective Date, SBCL will invoice Healtheon not reasonably able to perform Transition Services requested more frequently than monthly for all [*] Costs (other than [*]) incurred by Buyer, Sellers shall promptly offer to arrange for SBCL in the provision of such Transition services. Each such invoice shall be accompanied by reasonable documentation relating to charges on such invoice. In the event that SBCL is still required to provide any such services after [*] in order for all Agreed Services by to be rendered, it shall invoice Healtheon for [*] of all such [*] Costs incurred after [*]; provided that the foregoing [*] in charges shall not apply to the extent such delays are due to the acts of, or one or more third parties (a "Third Party Provider")failures to act by, SBCL, and Healtheon provides reasonable documentation of such fact. Such offer All amounts shown on any such invoice shall be made paid by means Healtheon, without offset for any amounts which may then be owed by SBCL to Healtheon, within [*] after the date of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Providerinvoice. In addition, prior to the Closing Date, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer Healtheon disputes any amount shown due on any such invoice, Healtheon shall pay timely any undisputed amounts and send a Dispute Notice to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer SBCL with respect to Transition Services provided hereunder during the immediately preceding monthany disputed amounts. Within ten business days a period of [*] after receipt by Buyer the date of each such invoicethe Dispute Notice, Buyer Healtheon shall pay have the right to Sellers in cash the amounts reflected on such invoice initiate exercise of Audit Rights with respect to the extent portions of SBCL's books and records that such amounts have not already been paid relate to Sellersthe subject of the dispute. In the event that the [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. parties are unable to resolve the disputed matter, the matter shall be resolved in accordance with Section 16 hereof.

Transition Services. To the extent that Sellers' Employees are reasonably able to perform such services, Sellers shall provide to Buyer reasonable and normal services relating to the effectuation of an orderly transition of the operation and administration of the Business to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services If requested by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expensesSeller will provide, and other costs of such Third Party Provider. In addition, prior will cause Xxx Xxxxx and each System Employee who continues to be employed by Seller after the Closing DateDate to provide, Sellers shall provide assistance to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to the operation of the System and provision of services to customers, including use of Seller’s Princetown xxxxxxx, xxxxxxx building and satellite receivers, Seller’s agreement with ZCorum relating to the provision of High Speed Internet Services, circuit and data transport agreements, lockbox agreements, leasing office space, use of any other Excluded Assets, the operation of the billing systems, software and related fixed assets used by Seller in connection with the System, and such other transitional, operational and conversion services that Buyer may reasonably request (the “Transition Services”) for a period of up to 180 days following the Closing to allow for transition of such services to Buyer and the conversion of existing billing arrangements. Buyer will reimburse Seller, on a monthly basis, for all direct expenses, including personnel expenses properly allocable to the time spent by System Employees in providing Transition Services, Zcorum charges, Rovi expenses, and utility charges, incurred by Seller in providing the Transition Services provided hereunder or other system conversion and data migration services; provided, however, that Seller will provide to Buyer, during such transition period, use of Seller’s Princetown headend and headend building at no charge to Buyer other than reimbursement of utility charges based on separately metered utility usage at the immediately preceding monthheadend building. Within ten business Buyer presently anticipates that it will require use of Seller’s Princetown headend and headend building for approximately 90 days after receipt by following the Closing, although there can be no assurances that Buyer will not need to use such facilities for up to 180 days following the Closing Date. Seller shall retain all liability for any and all of its acts or omissions in connection with providing the Transition Services. Seller agrees to use its good faith efforts to continue, for the duration of the Transition Services period, Seller’s employment at the applicable rate of compensation on the Effective Date of each such invoice, Buyer shall pay System Employee who Seller may reasonably expect will be required to Sellers in cash provide the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersTransition Services.

Transition Services. (a) To the extent that Sellers' such employees remain in the employ of Seller, for a period of up to and including ninety (90) days after the Closing Date, Seller shall make available to Purchaser the Transition Services Employees are reasonably able to perform such services, Sellers shall provide to Buyer reasonable and normal services relating to assist with the effectuation of an orderly transition of the operation and administration Business to Purchaser. Purchaser shall reimburse Seller within ten (10) days after receipt of an invoice from Seller for a pro-rata share (based on time spent working on matters relating to the transition of the Business as compared to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for time spent working on other matters) of Seller’s reasonable and documented out-of-pocket costs associated with the provision of the Transition Services Employees including, without limitation, all salary and wages, accrued sick days and vacation, employer taxes and health, dental, life insurance and other benefits, and specifically excluding bonuses, severance and other payments not made on a regular bi-weekly basis. Seller shall provide such transitional services to Purchaser in a manner consistent in all material respects with the manner in which such services were provided to the Business while it was operated by Seller. Seller makes no warranties, express or implied, with respect to the transitional services to be provided by the Transition Services Employees to Purchaser hereunder. At the end of each bi-weekly pay period, the Seller Parties shall evaluate the time spent by the Transition Services Employees on transition services and other services for the Seller Parties and, if they are not fully engaged in such services, may in their reasonable good faith discretion terminate the employment of the Transition Services Employees and cease providing their transition services; provided that prior to such termination the Seller Parties shall consult with the Purchaser regarding the termination and if Purchaser agrees in writing to reimburse the Seller Parties for all the Seller Parties’ out-of-pockets costs of continuing to hire any of the Transition Services Employees who the Seller Parties intend to terminate, the Seller Parties will continue to employ such Transition Services Employee and provide the transition services contemplated by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers that Buyer desires the Third Party Provider to provide such services, Sellers shall arrange this Section 5.3(a) for the provision of such services by period that the Third Party Provider and Buyer Purchaser has agreed to reimburse the Seller Parties for (which shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, prior to not extend beyond ninety (90) days after the Closing Date, Sellers shall provide to Buyer copies of all policy forms, and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during the immediately preceding month. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to Sellers).

Transition Services. To For a period of not more than 9 months from the extent that Sellers' Employees are reasonably able Closing Date, Seller will continue to perform such services, Sellers shall provide to Parent and Buyer reasonable and normal with support services relating to the effectuation of an orderly transition of the operation and administration of the Business to Buyer as detailed in Exhibit B-1 (the "“Transition Services"”). To The cost of such support services will be paid by Parent or Buyer to Seller at the extent that Sellers' employees are not reasonably able to perform rates set forth on Exhibit B-1 (the “Transition Services requested by BuyerFees”), Sellers shall promptly offer to arrange pro-rated for the provision partial months. Parent and Buyer may terminate each or all of such Transition Services by one at any time, provided, however, that Seller’s provision of IT system services shall not be terminated until Parent or more third parties (Buyer implements a "Third Party Provider"). Such offer shall be made by means system capable of a written notice to Buyer indicating the estimated fees and expenses of handling such Third Party Provider to perform such IT system services. Should For any support service that Parent and Buyer respond is utilizing after 90 days, the Transition Services Fees will increase for such services by 20% each quarter after such 90 days. Seller agrees to transfer all data of or related to the Business which resides on Seller’s IT system for use with Parent’s or Buyer’s IT system, at Parent’s or Buyer’s request and at Seller’s cost. Seller shall provide the Transition Services, or cause the Transition Services to be provided, in writing to Sellers that Buyer desires a diligent and workmanlike manner, in good faith and in a manner consistent with the Third Party Provider to provide such services, Sellers shall arrange for the historical provision of such services by in the Third Party Provider ordinary course of business, with at least the same degree of skill, duty, care and Buyer shall be solely responsible for all fees, expenses, and other costs of timeliness as such Third Party Provider. In addition, services have been provided in Seller’s Fort Cxxxxxx facilities prior to the Closing Date, Sellers shall but in no event less than reasonable care. Seller will provide the Transition Services to Parent and Buyer copies of all policy forms, with the same priority as it provides similar services to its own subsidiaries and all other related formsbusinesses, including drafts similar treatment with respect to critical and check stock, used by Sellers in its administration time-sensitive needs. Seller shall not have the right to subcontract the provision of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by without the parties in advance which shall be reasonable and customary under industry standards. In addition, prior written consent of Parent or Buyer shall reimburse Sellers for any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and except to the extent that Buyer requests that Sellers perform such Services were subcontracted prior to the Closing Date. Prior to termination of such Transition Services, on Seller will provide any transition-related assistance and migrate to Parent or before Buyer all data reasonably necessary for Parent or Buyer to effect the 15th day transition of each monthTransition Services, Sellers shall provide so that Parent or Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect will be able to perform the Transition Services provided hereunder during the immediately preceding monthitself or through a third party service provider. Within ten business days after receipt by Buyer Seller will be responsible for costs or expenses incurred in support of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice to the extent that such amounts have not already been paid to SellersParent’s or Buyer’s migration plan.

Transition Services. To the extent that Sellers' Employees are reasonably able to perform such services, (a) Sellers shall provide or cause to Buyer reasonable and normal services relating be provided to the effectuation of an orderly transition of the operation and administration of the Business to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange Acquired Companies or Purchaser for the provision of such Transition Services by one thirty (30)-day period immediately following the Closing Date transition services that include assistance with the Milford Uprate, bidding and scheduling, fuel supply (including transitioning from the current shipper providing fuel to the Milford Facility to Milford or more third parties Purchaser’s designee) and information technology transition and are (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond i) reasonably requested in writing (providing reasonable detail) from Purchaser to Sellers that Buyer desires and (ii) agreed upon by Purchaser and Sellers in writing as soon as reasonably practicable following the Third Party Provider date of this Agreement with Purchaser and Sellers using commercially reasonable efforts to provide such services, Sellers shall arrange for the provision of such services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, agree in writing (but in any event at least 10 Business Days prior to the Closing DateClosing), except that Sellers shall have no obligation to provide any such services that were provided by any Continuing Employee (the services referred to Buyer copies of all policy formsin this sentence being the “Transition Services”). Each Seller shall, and all other related formsshall cause its Affiliates to, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers for perform any amounts paid by Sellers to Third Party Providers in connection with Section 2(e) above. If and to the extent that Buyer requests that Sellers perform Transition Services, on or before the 15th day of each month, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder in substantially the same quality and manner as the same or comparable services were provided by such Seller or its Affiliates to the Acquired Companies during the immediately three (3)-month period preceding month. Within ten business days after receipt by Buyer the Closing; provided, however, that notwithstanding anything to the contrary in this Agreement (A) neither Seller nor any of each such invoice, Buyer their Affiliates shall pay have any liability to Purchaser or its Affiliates for any acts or omissions of Sellers or their Affiliates in cash connection with this Section 6.21 and the amounts reflected on such invoice Transition Services; (B) Purchaser shall indemnify and hold harmless Sellers and their Affiliates from and against any and all Indemnifiable Losses relating to the Transition Services except to the extent that such amounts have not already been Indemnifiable Losses were caused by the gross negligence or willful misconduct of Sellers or their Affiliates; and (C) other than Indemnifiable Losses caused by the gross negligence or willful misconduct of Sellers or their Affiliates, the exclusive remedy of Purchaser and its Affiliates against Sellers or their Affiliates for breach of this Section 6.21 or otherwise relating to the Transition Services shall be limited to termination (effective upon fifteen (15) days prior written notice) of the affected Transition Service and, in the case of Sellers’ or their Affiliates’ gross negligence or willful misconduct, monetary damages (but in no event exceeding the amount paid to SellersSellers for such Transition Services under Section 6.21(b)).

Transition Services. To For the extent that Sellers' Employees are reasonably able periods set forth on Schedule 6.16, Seller will use Commercially Reasonable Efforts to perform such services, Sellers shall provide those transition services designated by Buyer on Schedule 6.16 at prices to be mutually agreed upon by Buyer reasonable and normal services relating Seller prior to the effectuation of an orderly transition of Closing Date; provided that, in the operation and administration of the Business to Buyer (the "Transition Services"). To the extent that Sellers' employees are not reasonably able to perform Transition Services requested by Buyer, Sellers shall promptly offer to arrange for the provision of such Transition Services by one or more third parties (a "Third Party Provider"). Such offer shall be made by means of a written notice to Buyer indicating the estimated fees and expenses of such Third Party Provider to perform such services. Should Buyer respond in writing to Sellers event that Buyer desires the Third Party Provider and Seller are unable to provide reach such services, Sellers shall arrange agreement on pricing for the provision of such any transitional services by the Third Party Provider and Buyer shall be solely responsible for all fees, expenses, and other costs of such Third Party Provider. In addition, in whole or in part prior to the Closing Date, Sellers acting reasonably and in good faith, Seller shall thereafter provide to Buyer copies of all policy forms, such services and all other related forms, including drafts and check stock, used by Sellers in its administration of the Reinsured Policies. Buyer agrees to provide reasonable expense reimbursement to Sellers in the event that Sellers are requested by Buyer to provide services beyond the reasonable and normal Transition Services described in Section 2(e) above, such reimbursement to be negotiated by the parties in advance which shall be reasonable and customary under industry standards. In addition, Buyer shall reimburse Sellers Seller for Seller’s actual fully-loaded costs (including salary, benefits and retention costs) with no profit margin of providing such services, with any amounts paid by Sellers dispute regarding such reimbursement being resolved pursuant to Third Party Providers Section 10.17. Seller shall furnish any such services in connection a manner consistent with Section 2(epast practices; provided (a) above. If and to the extent that any Hired Employees previously performed such services for Seller and/or its Affiliates, Seller, by written notice given to Buyer requests that Sellers perform Transition Servicesafter the Closing, on may decline to provide all or before any portion of the 15th day affected services; and (b) Seller reserves the right to vary from such past practices as a result of each monthresource limitations, Sellers shall provide Buyer with a reasonably detailed invoice setting forth amounts due from Buyer with respect to Transition Services provided hereunder during including the immediately preceding monthdeparture of personnel who previously performed such services for Seller. Within ten business days after receipt by Buyer of each such invoice, Buyer shall pay to Sellers in cash the amounts reflected on such invoice Notwithstanding anything to the extent contrary set forth herein and/or under Applicable Law, Seller and its Affiliates shall have no Liability to Buyer and/or its Affiliates for any services performed pursuant to this Section 6.16, and Buyer hereby releases and discharges Seller and its Affiliates from such Liability, it being understood that Buyer's sole recourse and remedy for dissatisfaction with the performance of services shall be termination of the services arrangement unless such amounts have not already been liability arises from recklessness or willful misconduct. This Section 6.16 shall survive after the termination of the service period until Buyer has paid to SellersSeller in full for such services in accordance with Schedule 6.16.