No Ongoing or Transition Services. Except as provided in the Transition Agreement, at the Closing, all data processing, accounting, insurance, banking, personnel, legal, communications, fuel procurement and other services provided to the Company by Seller or any Affiliate of Seller, including any agreements or understandings (written or oral) with respect thereto, will terminate.
No Ongoing or Transition Services. Except as otherwise agreed to in writing by Seller and Buyer or as provided in the Transition Services Agreement in substantially the form attached as Exhibit B to this Agreement (the “Transition Services Agreement”), at the Closing, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services provided to the Company by Seller or any of its affiliates, including any agreements or understandings (written or oral) with respect thereto, will terminate.
No Ongoing or Transition Services. For a period not to exceed 120 days after Closing (60 days in the case of employee benefits), Seller shall provide Company, its Subsidiaries and their respective clients such transition services as reasonably requested by Buyer no later than three (3) business days prior to the Closing Date, including without limitation, accounting, general ledger, payroll and employee benefits, computer systems and support, that was provided to the Company, the Subsidiaries and their respective clients when the Company was owned by Seller prior to the Closing Date. The fees and charges for the services provided by the Seller shall be based on Seller's actual out-of-pocket costs to provide such services, without markup. Except as provided in this Section 2.3, or as otherwise agreed to in writing by Seller and Buyer, at the Closing, all data processing, accounting, insurance, banking, personnel, legal, communications and other products or services provided to the Company or any subsidiary of the Company by Seller or any affiliate of the Seller, including any agreements or understandings (written or oral) with respect thereto, will terminate.
No Ongoing or Transition Services. Except as provided for in this Agreement and the Transition Services Agreement, which shall be limited in scope to the transition services set forth therein at the Closing, Seller shall not be required to provide any management, facilities, data processing, accounting, insurance, banking, personnel, legal, compliance, communications and other services and related products to Purchaser or any of its respective Affiliates after the Closing, it being acknowledged and agreed that (except as set out therein) all such services and products, including any Contracts or understandings with respect thereto, will cease and terminate at the Closing without any further action or Liability on the part of Seller or its Affiliates.
No Ongoing or Transition Services. Except as otherwise agreed to in writing by Seller and Buyer, at the Closing, all data processing, accounting, insurance (other as described in Section 2.3 below), banking, personnel, legal, communications and other products or services provided to the Company by Seller or any Affiliate of such Seller, including any agreements or understandings (written or oral) with respect thereto, will terminate. Schedule 2.2 attached hereto sets forth all services provided by Seller or any Affiliate of Seller to the Company and required for the conduct by the Company of its business.
No Ongoing or Transition Services. The Parties acknowledge and agree that at the Closing all data processing, accounting, insurance, banking, personnel, legal, tax, communications, information technology, human resources, health, safety and environment and corporate and other products and services provided to the Company Group Members by Seller or any of the Seller Affiliates (other than a Company Group Member), including any agreements or understandings (written or oral) with respect thereto, will terminate.
No Ongoing or Transition Services. At the Closing, all data processing, accounting, insurance, banking, personnel, legal, tax, communications, information technology, human resources, health, safety and environment and corporate and other products and services (i) provided to the Acquired Business by the Seller or any of its Affiliates or (ii) provided to the Seller or any of its Affiliates by the Acquired Entities, including any agreements or understandings (written or oral) with respect thereto, will terminate.
No Ongoing or Transition Services. Except as provided for in this Agreement or in the Transition Services Agreement, which will be limited in scope to the transition services set forth therein at the Closing, no party will be required to provide any management, facilities, data processing, accounting, insurance, banking, personnel, legal, compliance, communications or other services and related products to any party hereto or any of its respective Affiliates after the Closing, it being acknowledged and agreed that all such services and products, including any Contracts or understandings with respect thereto previously existing, will cease and terminate at the Closing without any further action or Liability on the part of any party or its Affiliates.
No Ongoing or Transition Services. Except as --------------------------------- otherwise agreed to in writing on or before the Closing Date by the Parent and/or either of the Sellers, on the one hand, and the Buyer, on the other hand or as set forth in Section 1.7 of the disclosure schedule being delivered by the Parent and the Sellers to the Buyer concurrently herewith (the "Disclosure Schedule"), as of the Closing, all accounting, insurance, banking, tax, personnel, legal, communications and other products and services, provided to the Companies or any of their respective affiliates, employees or consultants by the Parent, the Sellers or any of their respective affiliates, including any agreements or understandings (written or oral) with respect thereto, will terminate. The Parent and the Sellers agree to cooperate with the Buyer and the Companies during the change of ownership of the Companies including the provision by the Parent and the Sellers of such services for a 90 day period following the Closing as the Buyer shall reasonably request on or prior to the Closing Date to be compensated at a customary rate agreed to by the Buyer, the Parent and the Sellers.
No Ongoing or Transition Services. At the Closing, except as provided for in this Agreement, the Surviving Affiliate Transactions or the Transition Services Agreement, all services provided to the Dutch Entity or the Assets by the Sellers or any of their respective Affiliates, including any agreements or understandings (written or oral) with respect thereto, will terminate.
