Cooperation and Transition Services. 46 7.2 Publicity................................................................47 7.3
Cooperation and Transition Services. As more fully described in Section 7.1(a)(ii), each of the parties will give any notices to, make any filings with, and use its respective reasonable best efforts to obtain any authorizations, consents and approvals of Government Entities in connection with the transactions contemplated by this Agreement.
Cooperation and Transition Services. (a) Each of the parties will give any notices to, make any filings with, and use its respective reasonable best efforts to obtain any authorizations, consents and approvals of Government Entities in connection with the transactions contemplated by this Agreement. Buyer and Sellers shall reasonably cooperate with one another and shall use their reasonable best efforts to obtain FTC approval of Buyer as an acceptable purchaser of the Assets and to assist in causing the Provisional Consent Decree to become final without adverse modification.
(b) In addition to the specific obligations created by the Collateral Agreements, to the extent consistent with applicable law, Buyer and Sellers shall reasonably cooperate with each other and shall cause their officers, employees, agents and representatives to reasonably cooperate with each other for the periods contemplated by the Co-Pack Agreement and the Transition Services Agreement to ensure the orderly transition of the Business, the Assets and the Assumed Liabilities to Buyer, to minimize the disruption to the respective businesses of the parties hereto (including the parties' relationships with customers and suppliers) resulting from the transactions contemplated hereby and, in connection with Buyer's efforts to obtain the financing contemplated by the Financing Commitment, to reasonably cooperate with each other, and to cause their officers, employees, agents and representatives to reasonably cooperate with each other, and to make disclosures required by law related thereto. Except as otherwise provided in this Agreement, Buyer, on the one hand, and Sellers, on the other hand, shall reimburse the other for reasonable out-of-pocket costs and expenses incurred at the request of the other party in assisting the other pursuant to this Section 7.1(b).
Cooperation and Transition Services. (i) Seller, the Company, Buyer and their respective Affiliates shall cooperate in good faith and use reasonable best efforts to find a commercially reasonable method to provide Continuing Union Employees with the applicable level and type of employee benefits to which such Continuing Union Employees may be entitled following the Closing under their respective collective bargaining agreements, including pursuant to the Transition Services Agreement pursuant to which such Continuing Union Employees would continue to participate in the Plans in which they participated as of immediately prior to the Closing for a period of 12 months following the Closing.
(ii) As soon as practicable following the date hereof, Seller, the Company and their respective Affiliates shall use reasonable best efforts to (A) facilitate a discussion between Buyer and its Affiliates and the labor unions which represent the Continuing Union Employees regarding the level and type of employee benefits to be provided to such Continuing Union Employees following the Closing and (B) work with such labor unions and Buyer and its Affiliates to implement a commercially reasonable method to provide such post-Closing employee benefits to the Continuing Union Employees, including, if applicable, through the Transition Services Agreement.
Cooperation and Transition Services. During the Severance Period, upon request from the Company or any other Company Party, Employee agrees to cooperate with members of the Company Party as well as their respective counsel, agents or other designees, in order to provide such information and assistance as the Company or such other Company Party may reasonably request with respect to the duties that Employee had performed for any Company Party and the transition of Employee’s duties and responsibilities (the “Transition Services”).
Cooperation and Transition Services. By signing this Agreement and, if applicable, the Second General Release, you are agreeing that you may be reasonably requested from time to time by Avon: (x) to advise and consult on matters within or related to your expertise and knowledge in connection with the business of Avon; (y) to make yourself available to Avon to respond to requests for information concerning matters involving facts or events relating to Avon; and (z) to assist with pending and future litigation, investigations, arbitrations, and/or other dispute resolution matters. You understand that, with respect to any consultation services or assistance provided by you under this paragraph, you will not be credited with any compensation, service or age credit for purposes of eligibility, vesting, or benefit accrual under any employee benefit plan of Avon, unless such employee benefit plan otherwise expressly and specifically provides for such credit.
Cooperation and Transition Services. During the period beginning September 14, 2015, and ending December 31, 2016 (“Transition Period”), Xx. Xxxx agrees to perform such reasonable transition and consulting services for Getty as may be requested from time to time in connection with the transitioning of the matters he was responsible for during the term of his employment. Xx. Xxxx’x availability to provide services may be by telephone, e-mail or in person (as determined in accordance with the nature of the services and his schedule); provided, however, that the level of services performed during the Transition Period shall not exceed the number of hours necessary to perform the requested services, and in no event shall the level of services provided, or to be provided, exceed 20% of Xx. Xxxx’x average level of services during the 36 month period prior to the Severance Date or otherwise cause Xx. Xxxx to fail to incur a “separation from service” as of the Severance Date for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Xx. Xxxx shall be reimbursed by Getty for his reasonable and necessary out-of-pocket expenses incurred in performing the requested services during the Transition Period, provided he submits appropriate documentation of such expenses to Getty and complies with Getty’s written expense reimbursement policies generally in effect from time-to time which are communicated to Xx. Xxxx.
Cooperation and Transition Services. The parties agree to furnish each other with such information concerning employees and employee benefit plans, and to take all such other action, as is necessary and appropriate to effect the transactions contemplated hereby. From and after the Closing Date until the earlier of (x) the date of the last payroll for the Covered Employees (as defined below) covering December 31, 2000 or (y) sixty (60) days following written notice from Seller to Buyer of the sale of Seller or substantially all of Seller's assets (the "Transition Period"), (i) Seller shall, on behalf of Buyer, perform payroll services for Buyer for United States Business Employees (the "Covered Employees") and (ii) Buyer shall provide health, life, dental, disability and other employee welfare benefits to the Covered Employees pursuant to, and the Covered Employees shall continue to be eligible for and participate in, Seller's health (other than retiree health), life, dental, disability and other employee welfare benefit plans maintained for active employees of Seller ("Seller's Welfare Plans"). Seller shall continue to administer on behalf of Buyer, Seller's Welfare Plans for the benefit of the Covered Employees and shall provide Buyer with reasonable claim detail with respect to claims incurred by the Covered Employees during the Transition Period. Buyer shall reimburse Seller for all claims, premiums and additional costs paid or otherwise incurred by Seller (including reasonable internal administrative costs) as a result of the Covered Employees' continuation in Seller's Welfare Plans during the Transition Period.
