Interim Transition Services Arrangements Sample Clauses

Interim Transition Services Arrangements. In the event the Parties have not entered into the Transition Services Agreement at or before the Termination Time, Schering-Plough or its designated Affiliates will, until the Transition Services Agreement is executed (or, if earlier, the expiration date of the final extension period for Elected Transition Services under Section 2.2(b)(i) or the date Centocor notifies Schering-Plough that such services are no longer desired in each of the Relinquished Territories included in the Transition Services Notice, provide all Elected Transition Services requested by Centocor pursuant to Section 2.2(a). The following principles shall apply to any such interim arrangements: (A) Neither Schering-Plough nor any of its Affiliates will have any obligation to provide any services with respect to a Relinquished Territory other than Current Commercialization Services with respect to such Relinquished Territory. For the avoidance of doubt, Schering-Plough shall have no obligation to provide (1) any services in any Relinquished Territory where it does not have a Marketing Authorization with respect thereto on the date hereof or (2) any Selling Services in any Relinquished Territory where it does not have employees providing Selling Services on the date hereof; provided, however, that if Selling Services are provided in a Relinquished Territory by a third party pursuant to a Transferred Contract or a Contractual Right that is a Commingled Asset, Schering-Plough will be obligated to provide as an Elected Transition Service the administrative services necessary to manage such contractual arrangement if so requested by Centocor. (B) Schering-Plough will continue to provide Compensation to all sales personnel in such Relinquished Territories in a manner consistent with past practice, including with respect to commissions and other incentive compensation in respect of the Products, subject to those changes required by changes in Schering-Plough’s and its Affiliates’ (1) general compensation plans and policies that do not specifically relate to the Products and (2) actions in the Relinquished Territories, not specifically related to the Products, to harmonize Compensation of employees among Schering-Plough and its Affiliates. (C) Schering-Plough will have no obligation to replace any Product Sales Representatives that voluntarily terminate their employment or other engagement with Schering-Plough or any of its Affiliates or that are terminated for cause (as defined under Schering-...
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Related to Interim Transition Services Arrangements

  • 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.

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

  • Implementation Services Vendor shall provide the Implementation Services, if any, described in Exhibit A. The Services Fees for any Implementation Services shall be described in Exhibit A.

  • Transitional Arrangements 1. Subject to the provisions of paragraphs 2, 3 and 4, no Member shall be obliged to apply the provisions of this Agreement before the expiry of a general period of one year following the date of entry into force of the WTO Agreement. 2. A developing country Member is entitled to delay for a further period of four years the date of application, as defined in paragraph 1, of the provisions of this Agreement other than Articles 3, 4 and 5. 3. Any other Member which is in the process of transformation from a centrally-planned into a market, free-enterprise economy and which is undertaking structural reform of its intellectual property system and facing special problems in the preparation and implementation of intellectual property laws and regulations, may also benefit from a period of delay as foreseen in paragraph 2. 4. To the extent that a developing country Member is obliged by this Agreement to extend product patent protection to areas of technology not so protectable in its territory on the general date of application of this Agreement for that Member, as defined in paragraph 2, it may delay the application of the provisions on product patents of Section 5 of Part II to such areas of technology for an additional period of five years. 5. A Member availing itself of a transitional period under paragraphs 1, 2, 3 or 4 shall ensure that any changes in its laws, regulations and practice made during that period do not result in a lesser degree of consistency with the provisions of this Agreement.

  • 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.

  • Implementation Arrangements Institutional Arrangements

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • 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.

  • Transition Plan In the event of termination by the LHIN pursuant to this section, the LHIN and the HSP will develop a Transition Plan. The HSP agrees that it will take all actions, and provide all information, required by the LHIN to facilitate the transition of the HSP’s clients.

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