Business Transition. Following Closing, each of the Sellers and the Purchaser shall cooperate with each other, execute such documents and instruments, and take such other actions as are reasonably requested by either party to effectuate a smooth transition of the Purchased Assets to the Purchaser, and to develop and commercialize the Purchased Assets.
Business Transition. As soon as practicable after the Closing Date, the Buyer will apply for applicable state pharmacy and DEA licenses along with any other permits or licenses required by state or local regulations, and obtain agreements with third party payers necessary to collect reimbursement for prescriptions dispensed and associated fees. On the Closing Date, the Seller and the Buyer will enter into a Transition Agreement (the “Transition Agreement”), to allow the Buyer to operate the Business after the Closing Date under the Seller’s permits and licenses after the Time of Transfer until the Buyer obtains all necessary permits and licenses.
Business Transition. (a) Each month, GTR receives a net payment from or makes a payment to its ceding insurers which are Affiliates of Buyer which represents its share of premiums received in the second preceding month, less certain expenses and reserve adjustments established by such ceding insurers. Following the Closing, Buyer shall pay or cause to be paid promptly to Seller in cash an amount equal to the foregoing net payment received for all months prior to Closing and for the month in which Closing occurs. If instead GTR is required to make a payment to such ceding insurers following the Closing in respect of any month prior to Closing or the month in which the Closing occurs, Seller shall promptly reimburse GTR in cash for the amount thereof. Seller shall have the right to reasonable access to the books and records of Buyer and its Affiliates to the extent reasonably required by Seller to determine the amount of payments required pursuant to this Section 4.15(a); provided that (i) Seller shall provide at least 5 Business Days prior written notice to Buyer, (ii) neither Buyer nor its Affiliates shall be required to furnish any access, information or documents or take any other action that Buyer determines could adversely affect the ability to effectively assert attorney-client, attorney work product or other privilege, and (iii) neither Buyer nor any Affiliate shall be required to supply any information which, in Buyer’s reasonable judgment, such Person is under a contractual or legal obligation not to supply or which is a trade secret or commercially sensitive.
Business Transition. You will not be required to report to your Company office or perform your management duties after August 28, 2002 ("Separation Date") although you may be required to render services as requested to ensure a smooth business transition between August 28 and January 31, 2003. After your Separation Date, you agree to cooperate whenever needed in the preparation for and/or defense of any litigation in which the Company is involved. If your assistance is required by the Company in such matters following the end of your consulting arrangement, you will be paid $1,000 per day and reimbursed for out-of-pocket expenses.
Business Transition. You will not be required to report to your Company office or perform your management duties after March 31, 2005 although you may be required to render services as requested to ensure a smooth business transition between March 31, 2005 and September 2, 2005. You will resign from your officer positions effective March 31, 2005 and will fulfill all reporting obligations through March 31, 2005. After your Separation Date, should the Company require further transition services, the Company will compensate you for your time at a rate of $200.00 per hour, or a daily rate of $1000 if you exceed 4 hours per day, and the Company agrees to reimburse you for any reasonable expenses incurred such as meals or travel in association therewith so long as the Company has approved them prior to being incurred. As part of your transition services before and after the Separation Date, you agree, at the request of the Company’s counsel, to prepare for, and provide testimony at trial or deposition in any litigation in which the Company is involved. Your employment, retention and compensation under this Letter Agreement will not be dependent on the outcome of any litigation or the content of any testimony that you provide therein (other than the truthfulness thereof).
Business Transition. You agree to cooperate fully to ensure a smooth transition. As part of your transition services before and after the Separation Date, you agree, at the request of the Company’s counsel, to prepare for, and provide testimony at trial or deposition in any litigation in which the Company or any of its Affiliates are involved. Your employment, retention and compensation under this Letter Agreement will not be dependent on the outcome of any litigation or the content of any testimony that you provide therein (other than the truthfulness thereof).
Business Transition. The Company and Buyer agree to the Business Transition provisions set out in Schedule 5.11.
Business Transition i) Upon the termination of this Agreement, the rights and obligations under all of the License Agreements will be automatically assigned from SS&C to GFI Caminus.
Business Transition. A. The first day for PMI to commence direct sales to MSD’s former PMI customers will be February 3, 2003.
Business Transition. In his capacity as "Of Counsel," XXXXXXXXXX will perform services as assigned and assist as needed in litigation defense, annual meeting preparation, corporate governance duties and provide a smooth transition to the newly-appointed General Counsel. XXXXXXXXXX specifically agrees to provide a detailed list of all projects and activities on which he is currently working and a list of annual corporate activities for which he had been responsible. After the Separation Date, XXXXXXXXXX also agrees to cooperate whenever needed in the preparation for and/or defense of any actual or threatened litigation in which FEDERAL is involved and, when necessary, to be available for consultation with respect to matters with which he had prior involvement. FEDERAL agrees to compensate XXXXXXXXXX for his assistance rendered after September 1, 2004 at the rate of $360.00 per hour.
