Online Services Agreement; Transition Services Agreement Sample Clauses

Online Services Agreement; Transition Services Agreement. Herald Media shall cause its wholly-owned subsidiary, Herald Interactive, Inc. (“Herald Interactive”) to negotiate in good faith with the Buyer to reach final agreement upon the terms and conditions of a Online Services Agreement (the “Online Services Agreement”), which agreement shall be based upon and shall reflect the terms and conditions regarding online services to be provided by Herald Interactive to the Buyer set forth in the Term Sheet attached as Exhibit A (the “Transition Services Term Sheet”) and which shall also include such additional terms and conditions, and shall be in such form, as may be reasonably satisfactory to Herald Media, Herald Interactive, the Buyer and their respective counsel. In addition, Herald Media shall, and shall cause its wholly-owned subsidiary, Boston Herald, Inc. (“Boston Herald”) to negotiate in good faith with the Buyer to reach final agreement upon the terms and conditions of a Transition Services Agreement (the “Transition Services Agreement”), which agreement shall be based upon, and shall reflect the terms and conditions regarding certain transition services to be provided by Herald Media and/or Boston Herald to the Buyer, and certain transition services to be provided by the Buyer to Boston Herald, set forth in the Transition Services Term Sheet and which shall also include such additional terms and conditions, and shall be in such form, as may be reasonably satisfactory to Herald Media, Herald Interactive, the Buyer and their respective counsel.
Sample 1
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Online Services Agreement; Transition Services Agreement. The Buyer shall negotiate in good faith with Herald Media and Herald Interactive to reach final agreement upon the terms and conditions of the Online Services Agreement, which agreement shall be based upon and shall reflect the terms and conditions regarding online services to be provided by Herald Interactive to the Buyer set forth in the Transition Services Term Sheet and which shall also include such additional terms and conditions, and shall be in such form, as may be reasonably satisfactory to the Buyer, Herald Media, Herald Interactive and their respective counsel. In addition, the Buyer shall negotiate in good faith with Herald Media and Herald Interactive to reach final agreement upon the terms and conditions of the Transition Services Agreement, which agreement shall be based upon, and shall reflect the terms and conditions regarding certain transition services to be provided by Herald Media and/or Boston Herald to the Buyer, and certain transition services to be provided by the Buyer to Boston Herald, set forth in the Transition Services Term Sheet and which shall also include such additional terms and conditions, and shall be in such form, as may be reasonably satisfactory to the Buyer, Herald Media, Herald Interactive and their respective counsel.
Sample 1

Related to Online Services Agreement; Transition Services Agreement

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

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

  • Services Agreement The Company has entered into the Services Agreement with the Sponsor pursuant to which the Sponsor will make available to the Company general and administrative services including office space, utilities and secretarial support for the Company’s use for $10,000 per month, subject to adjustment as provided for in the Services Agreement. Prior to the consummation of a Business Combination, the Company shall not enter into any other arrangement for the provision of such services with any Insider that will require the Company to pay in excess of $10,000 per month for such services.

  • 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.

  • Administrative Services Agreement The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Management Services Agreement The term "Management Services ----------------------------- Agreement" shall mean this Management Services Agreement by and between Practice and Business Manager and any amendments hereto.

  • Services Agreements For at least the first twelve (12) months after Closing, the Parties agree that all research, development, and regulatory activities to be performed under the Work Plan (which will be agreed upon in accordance with the Operating Agreement of the Company) shall be conducted by the Parties as in-kind contributions to the Company, except as otherwise provided in the Operating Agreement. Such activities shall be performed pursuant to a services agreement between each of the Parties and the Company, which services agreements shall be included in the Future Related Agreements. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

  • The Administrative Services Agreement The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • 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.

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