Assistance in Transition Sample Clauses

Assistance in Transition. During the Transition Period, the Selling Stockholders shall provide Purchaser all reasonable assistance in connection with the transition of ownership and management of the Company.
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Assistance in Transition. From the date hereof until the Closing, the Selling Shareholders shall provide, and cause the Company and it Subsidiaries to provide, SAI all reasonable assistance in connection with the transition of ownership and management of the Company and its Subsidiaries. Such assistance shall include, but not be limited to (i) arranging for the availability of the premises located at __________________________________, at an agreed upon rental rate during the transition, and (ii) utilization of all of the facilities of the Central Stations to operate the Monitoring Business during the transition at SAI's expense.
Assistance in Transition. Craix xxxees that for a period of six (6) months from the date hereof, Craix xxxl provide consulting services to CART and/or its affiliates, solely at CART's request, to assist CART in the transition to new officers or other CART personnel. Craix xxxll not be paid additional consulting fees or compensation in addition to the payments set forth herein, the receipt and sufficiency of which are hereby acknowledged, as the payments set forth herein shall serve as reasonable consideration for the same. Craix xxxl not be required to provide consulting services for more than six (6) days per month during such (6) six-month period and shall be reimbursed for all reasonable expenses associated with travel outside of Detroit, Michigan. The parties acknowledge and agree that Craix xxxl perform such services as an independent contractor and shall have no authority to act on behalf of or to bind CART or its affiliates. For such six (6) month period, Craix xxxees to reasonably assist CART and/or its affiliates for no more than the six days per month identified in the preceding paragraph, at CART's request, in the prosecution or defense of any litigation currently pending or that may subsequently be initiated that relates in any way to his activities or position as an employee, officer or service provider for CART, including, but not limited to, appearing on behalf of CART to provide assistance or testimony, without judicial process or compensation. Craix xxxll be reimbursed for all reasonable expenses associated with travel outside of Detroit, Michigan in providing such assistance.
Assistance in Transition. 45 5.10 Lien Search..........................................................45 5.11 Exclusivity..........................................................45 5.12 Cooperation..........................................................46 5.13 Use of Intellectual Property and Business Names......................46 5.14
Assistance in Transition. The Seller and the Buyer agree that for a reasonable period of time, they will render reasonable assistance to one another for the purpose of effectuating the change in control of the Business from the Seller to the Buyer. Without limiting the generality of the foregoing, for a reasonable period of time following the Closing (such period not to exceed four months), the Buyer will allow the Seller and Seller's agents and the MIS Entity access to the computer systems sold by Seller to Buyer hereunder and the Real Property and certain tangible personal property Purchased Assets located at Seller's corporate office for the purpose of, without limitation, processing transactions, collecting its accounts, closing its books, preparing its tax returns and effecting the transition for other business segments sold, all without charge or cost. Such access to be provided only at reasonable times and only to the extent such access does not unreasonably interfere with Buyer's use of such system. For a period of four (4) months following the Closing Date, Seller shall allow Buyer access at reasonable times to Seller's corporate office and systems for purposes of transition of the Business to Buyer's systems and operations, all without charge or cost. Buyer agrees that for the extent of this transition period, Buyer will consult with Seller prior to any reduction in work force or transfer of Seller's former employees who reasonably could be expected to be in a position to assist Seller in this transition.
Assistance in Transition. Seller agrees that commencing immediately following the Closing Date and during the two (2) week period immediately thereafter Seller will assist Purchaser in the process of transition. Such assistance will include joint written announcements of the purchase by Purchaser of the Purchased Business and of the ongoing services to be provided by Purchaser. In addition, Seller's Principals will personally introduce Purchaser and its President and operating personnel, as appropriate, to the ten (10) Dealers representing the largest amount of RMR for Accounts being purchased hereunder.
Assistance in Transition. XXXX Firm shall do all things reasonably required by City to ensure the smooth and orderly transfer of responsibility for the Project Assets to City or its nominee at the end of the Construction Phase, including: (a) meeting with City and such other persons, as required by City, to discuss the Project and/or coordination with the VWP Program; (b) providing sufficient information to City and its nominee to determine the status and condition of the Project Assets; and (c) complying with other requirements of the Contract Documents.
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Related to Assistance in Transition

  • Transition Assistance If this Contract is not renewed at the end of this term, if the Contract is otherwise terminated before project completion, or if particular work on a project is terminated for any reason, Contractor shall provide transition assistance for a reasonable, mutually agreed period of time after the expiration or termination of this Contract or particular work under this Contract. The purpose of this assistance is to allow for the expired or terminated portion of the services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such services to State or its designees. The parties agree that such transition assistance is governed by the terms and conditions of this Contract, except for those terms or conditions that do not reasonably apply to such transition assistance. State shall pay Contractor for any resources utilized in performing such transition assistance at the most current Contract rates. If State terminates a project or this Contract for cause, then State may offset the cost of paying Contractor for the additional resources Contractor utilized in providing transition assistance with any damages State may have sustained as a result of Contractor’s breach.

  • Routing for Operator Services and Directory Assistance Traffic For a Verizon Telecommunications Service dial tone line purchased by CBB for resale pursuant to the Resale Attachment, upon request by CBB, Verizon will establish an arrangement that will permit CBB to route the CBB Customer’s calls for operator and directory assistance services to a provider of operator and directory assistance services selected by CBB. Verizon will provide this routing arrangement in accordance with, but only to the extent required by, Applicable Law. Verizon will provide this routing arrangement pursuant to an appropriate written request submitted by CBB and a mutually agreed-upon schedule. This routing arrangement will be implemented at CBB's expense, with charges determined on an individual case basis. In addition to charges for initially establishing the routing arrangement, CBB will be responsible for ongoing monthly and/or usage charges for the routing arrangement. CBB shall arrange, at its own expense, the trunking and other facilities required to transport traffic to CBB’s selected provider of operator and directory assistance services.

  • Payments for Distribution Assistance and Administrative Support Services (a) Payments to the Distributor. In consideration of the payments made by the Fund to the Distributor under this Plan, the Distributor shall provide administrative support services and distribution services to the Fund. Such services include distribution assistance and administrative support services rendered in connection with Shares (1) sold in purchase transactions, (2) issued in exchange for shares of another investment company for which the Distributor serves as distributor or sub-distributor, or (3) issued pursuant to a plan of reorganization to which the Fund is a party. If the Board believes that the Distributor may not be rendering appropriate distribution assistance or administrative support services in connection with the sale of Shares, then the Distributor, at the request of the Board, shall provide the Board with a written report or other information to verify that the Distributor is providing appropriate services in this regard. For such services, the Fund will make the following payments to the Distributor:

  • Transition Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Purchaser from and after the Closing.

  • Assistance and Cooperation (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companies, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

  • Transitional Services Upon cancellation, termination, or expiration of the Contract for any reason, the Contractor shall provide reasonable cooperation, assistance and Services, and shall assist the Department to facilitate the orderly transition of the work under the Contract to the Department and/or to an alternative contractor selected for the transition upon written notice to the Contractor at least thirty (30) business days prior to termination or cancellation, and subject to the terms and conditions set forth in the Contract.

  • Termination Assistance Services Following the termination of this Agreement and/or any Ordering Document, the Parties may agree for Axway to provide transition services pursuant to a duly executed SOW, during which time this Agreement will continue in full force and effect solely to the extent necessary to allow such transition services to be performed. Axway agrees that the costs for any such services shall be comparable to the fees charged to other customers for similar types of services.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Contract Transition Upon Contract expiration or termination, the Contractor shall ensure a seamless transfer of Contract responsibilities with any subsequent Contractor necessary to transition the Products and services of the Contract. The incumbent Contractor assumes all expenses related to the contract transition.

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