Additional Transition Services. Subject to the terms and conditions of this Agreement, each party shall provide, or cause to be provided, to each other party and its Affiliates solely for the benefit of such party’s business the applicable services described, and on the terms set forth, in SCHEDULE 5.6 attached hereto (the “Service Schedules”), which terms are incorporated herein by reference (collectively, the “Services”) for periods commencing upon the Effective Time and ending on the expiration of the applicable period set forth in the applicable Service Schedule in respect of each such Service (as to each period applicable to the respective Service, the “Service Period”), unless such period is earlier terminated in accordance with the terms hereof. The Service Period of any Service set forth in the Services Schedules may be extended by the recipient of such services (“Recipient”), at its election and in its reasonable discretion, for up to ninety (90) days past the end of the original Service Period set forth in the Services Schedule for that Service, but only to the extent that such Recipient has been unable to become independent of the provider of such Services (“Provider”) by the end of the applicable original Service Period after performance of its obligations under the original Service Schedule. Recipient must give the Provider of such Services written notice of the extension at least thirty (30) days prior to the end of the original Service Period. The price of such Service during the period beginning on the day immediately subsequent to the last day of the original Service Period set forth on the applicable Service Schedule through and including the last day such Service is provided shall be (i) 100% of the price set forth on the applicable Service Schedule for days one (1) through thirty (30) that such Service is extended, (ii) 100% of the price set forth on the applicable Service Schedule for days thirty-one (31) through sixty (60) that such Service is extended, and (iii) 100% of the price set forth on the applicable Service Schedule for days sixty-one (61) through ninety (90) that such Service is extended. No Service Period may be extended for more than ninety (90) days after the last day of the original Service Period without the prior written consent of both Provider and Recipient.
Additional Transition Services. Nuvectra may request additional Transition Services (the “Additional Transition Services”) from GB by providing written notice to GB, which GB in its sole discretion may decline to provide. If GB undertakes to provide the Additional Transition Services, the parties shall negotiate in good faith regarding a written agreement as to the nature, cost, duration and scope of such Additional Transition Services, GB and Nuvectra shall supplement in writing Schedule A to include such Additional Transition Services. Except where the context otherwise indicates or requires, any such Additional Transition Services shall be deemed to be “Transition Services” under this Agreement.
Additional Transition Services. If requested by Purchaser, Seller shall provide services in addition to the Transition Services (“Additional Transition Services”), as may be agreed pursuant to the Change Control process set forth in ARTICLE IX. The scope of any such Additional Transition Services, as well as the prices and other terms applicable to such additional services, shall be as mutually agreed by Purchaser and Seller and shall be consistent with the principles set forth in the Introduction to this Agreement, and as further contemplated by ARTICLE IX.
Additional Transition Services. With respect to any Transition Services outside the scope of the Drug Substance Transition Plan, at the reasonable written request of Myovant, Takeda shall negotiate in good-faith, and may (in any event, shall not be obligated, but will not unreasonably refuse, to) provide such additional Transition Services, as reasonably needed and available, in order to support transfer of Manufacturing technology and additional Takeda Materials, including without limitation by providing documentation, information and other materials reasonably available and necessary for the Manufacture of Drug Substance or taking any action(s) reasonably available and necessary to comply with any request or demand of any Regulatory Authority, to Myovant or the Qualified Designees (“Additional Transition Services”). For clarity, Takeda shall not be obligated (but will not unreasonably refuse) to conduct hereunder any experiments and studies whatsoever for the data and information on the Drug Substance not available to Takeda then. Myovant shall reimburse Takeda for such Additional Transition Services under the same terms as provided in Section 4.2.3 hereof. At the reasonable written request of Myovant for any Additional Transition Services for the transfer of documentation, information and other materials reasonably available and necessary for the Manufacture of Drug Product, further, the Parties shall negotiate in good-faith, and may (as for Takeda, in any event, shall not be obligated to) enter into a subsequent transition plan therefor (the “Drug Product Transition Plan”). The Drug Product Transition Plan so entered shall set forth the timelines, obligations, deliverables and other duties of each Party with respect to the transfer of Takeda Materials reasonably available and necessary for the Manufacture of Drug Product. In any event, Takeda shall not be required to conduct any of the Additional Transition Services hereunder for [***].
Additional Transition Services. Novartis may request Idenix to provide additional transition services. Idenix will try to meet any reasonable request in good faith. The Parties will discuss each request in good faith and on agreement, prepare a Statement of Work for the agreed Additional Services.
Additional Transition Services. If Recipient reasonably determines that there are additional services that are necessary to conduct the Recipient Business but were not included in the Transition Services set forth in Exhibit A (each such service an “Omitted Transition Service”), then Recipient may provide written notice thereof to Provider requesting such additional services. Upon receipt of such a notice by Provider, the Parties shall negotiate in good faith an amendment to Exhibit A setting forth the Omitted Transition Service, the terms and conditions for the provision of such Omitted Transition Service and the Fees payable by Recipient for such Omitted Transition Service, all of which shall be commercially reasonable and pursuant to which such Omitted Transition Service shall become a “Transition Service” for all purposes of this Agreement. Recipient may request that Provider provide additional services that are not Omitted Transition Services, but the provision of such services shall be subject to the sole, but reasonable discretion of Provider and mutual agreement between the Parties with respect to the terms and conditions for the provision of such services and the Fees payable by Recipient for such services.
Additional Transition Services. Section 12.5 of the Original Management Agreement is hereby deleted in its entirety and replaced with the following new Section 12.5 and Section 12.6:
Additional Transition Services. Upon the termination of this Agreement for whatever reasons, DynaMark agrees that it shall provide Customer reasonably requested assistance, at Customer's expense, in obtaining permission of the Third Party Access Software provider for Customer to have the right to the Third Party Access Software necessary for Customer to utilize the Chase Database in another environment. Customer agrees to cooperate with DynaMark in the provision of such services and to reimburse DynaMark for its October 29, 1997 Page 14 of 27 time expended at consulting rates to be mutually agreed upon by Customer and DynaMark plus expenses incurred in the provision of such services. Additionally, if requested by Customer, DynaMark may provide a reasonable amount of assistance in the relocation of the Compiled Data from the Chase Database. Customer shall pay DynaMark a reasonable mutually agreed upon amount for DynaMark's assistance in the relocation of the Compiled Data, plus all reasonable travel expenses incurred by DynaMark in connection therewith for travel that is preapproved by Customer.
Additional Transition Services. If requested by either Party, the other Party shall provide services in addition to the Transition Services ("Additional Transition Services"), as may be agreed pursuant to the Change Control process set forth in ARTICLE IX. The scope of any such Additional Transition Services, as well as the prices and other terms applicable to such additional services, shall be as mutually agreed by Buyer and Seller, as further contemplated by ARTICLE IX.
Additional Transition Services. (a) If, at any time after the Execution Date, any services, tasks, activities or functions in addition to the Transition Services are identified by Woodside, including as a consequence of Integration Activities, then, at the written request of Woodside:
(i) in respect of the above which can be characterised as Omitted Transition Services, and which are reasonably necessary in addition to the provision of the then existing Transition Services:
(A) BHP must provide those Omitted Transition Services; and
(B) the Transition Service Fees will be agreed for those Omitted Transition Services, with such amount to be calculated on a basis that is consistent with how the other Transition Service Fees have been calculated; and Integration and Transition Services Agreement 24 (ii) in respect of the above which can be characterised as New Transition Services, provided that such request must be made by Woodside before the date that is 6 months after the Completion Date:
(A) BHP may elect to agree to provide those New Transition Services; and
(B) the Transition Service Fees for those New Transition Services will be agreed between the Parties (before BHP has an obligation to provide them), with such amount to be calculated on a basis that is consistent with how the other Transition Service Fees have been calculated.
(b) If an Omitted Transition Service or New Transition Service is to be provided pursuant to clause 14.4(a)(i) or clause 14.4(a)(ii), the Parties must develop and agree the relevant Transition Service Schedule for that Omitted Transition Service or New Transition Service (as applicable).
(c) Omitted Transition Services and New Transition Services which have been agreed and added in a Transition Services Schedule in accordance with this clause 14.4 will then be considered “Transition Services” for the purposes of this agreement.
