No Ongoing or Transition Services. Except as provided in the Transition Services Agreement, the Billing Services Agreement and the Publishing Agreement, at the Closing, all data processing, accounting, insurance, banking, personnel, legal, communications and other services provided to the Company by the 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 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 applicable 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 applicable 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 applicable Closing without any further action or Liability on the part of Seller or its Affiliates.
No Ongoing or Transition Services. The Parties acknowledge and agree that at the Closing, except as provided for in the Transition Services Agreement, 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. Except as otherwise agreed to in writing by Seller and Buyer, at the Closing, all data processing, accounting, insurance (other than 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. Except for the Transition Services Agreement to be entered into on the Closing Date by the Buyer and the Seller in substantially the form attached hereto as Exhibit 7.6 (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 other Affiliates, including any agreements or understandings (written or oral) with respect thereto, will terminate.
No Ongoing or Transition Services. At the Closing, except as expressly provided for in this Agreement, the Transition Services Agreement or the Distributor Agreement and except for the Continuing Affiliate Contracts, all products and services provided to the Acquired Business by the Seller or any of its Affiliates, including any agreements or understandings (written or oral) with respect thereto, will terminate. #93878383v22
No Ongoing or Transition Services. Except (a) as identified in Schedule 2.3, (b) for other intercompany agreements to be entered into at Closing between Buyer and Seller's affiliates, if any (the "Intercompany Agreements"), in order to formalize and establish the ongoing business relationship between Systems Chemistry and such affiliates of Seller, and (c) as otherwise agreed to by Seller and Buyer, at the Closing, all data processing, accounting, sales, insurance, banking, personnel, legal, communications and other products or services provided (i) to Systems Chemistry by Seller
No Ongoing or Transition Services. Except as provided for in the Transition Services Agreement dated the Closing Date between PII and the Buyer, substantially in the form of Exhibit A hereto (the “Transition Services Agreement”), at the Closing, all data processing, accounting, insurance, banking, personnel, legal, communications and other products and services provided to the Companies or any of their respective Subsidiaries by PII or any of its other affiliates, including any agreements or understandings (written or oral) with respect thereto, will terminate.
