Performance of Transition Services. Service Provider agrees to perform the Transition Services to be provided hereunder in a professional and competent manner, using at least the same standard of care that it uses in performing such services in its own affairs. Recipient understands that the Transition Services provided hereunder are transitional in nature and are furnished by Service Provider solely for the purpose of facilitating the Distributions. Recipient understands that Service Provider is not in the business of providing Transition Services to third parties and has no long term interest in continuing this Agreement. Recipient agrees to make a transition to its own internal organization or other third party suppliers for the Transition Services as promptly as practicable.
Performance of Transition Services. Merck Serono shall perform (and cause its Affiliates to perform) the Transition Services with the [*]. After the Transition Time and until the expiration of the Transition Period, Merck Serono shall, on a monthly basis, provide BioMarin with a preliminary sales report of Merck Serono’s Net Sales of Products made on behalf of BioMarin within [*] Business Days after the end of each calendar month and shall provide BioMarin with a final report of Merck Serono’s actual gross and Net Sales of Products, by country, on behalf of BioMarin within [*] days after the end of each calendar month. Merck Serono shall comply (and cause its Affiliates to comply) with all Laws, and shall maintain all applicable permits and licenses, in connection with the Transition Services. At any time, BioMarin may request by written notice that Merck Serono cease conducting any particular Transition Service, and thereafter the Parties will cooperate to wind down such Transition Service as soon as reasonably practicable. Merck Serono may delegate or subcontract the provision of any Transition Services to any Third Party that Merck Serono contracted to provide the same type of services in connection with its Exploitation of the Products prior to the Agreement Date and continues to provide the applicable Transition Service to Merck Serono as of the Agreement Date. Merck Serono shall provide BioMarin with reasonable advance notice of any such delegation or subcontracting. Merck Serono shall remain responsible for the performance of any Transition Services it delegates or subcontracts to a Third Party, and Merck Serono will be BioMarin’s sole point of contact regarding the Transition Services. Under no circumstances shall Merck Serono, its Affiliates or its or their employees or agents (including subcontractors) be held accountable to a greater standard of care, efforts or skill in performing the Transition Services than the [*]. BioMarin acknowledges and agrees that (a) the Transition Services do not include the exercise of general management for BioMarin and (b) NEITHER MERCK SERONO NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE V. [*]. Merck Serono shall be under no obligation to perform any Transition Service to the extent such Transition Service would require it [*] to violate (a) Law or (b) [*].
Performance of Transition Services. The Performing Party shall perform its duties and discharge its obligations under this Agreement in a commercially reasonable manner based upon its current practices (including the software and equipment utilized by the Performing Party) in providing analogous services for itself or its Affiliates as of the Effective Time (or prior practices in the absence of a current practice) and in accordance with any service levels and performance obligations specified in the applicable section of Exhibit A or Exhibit B, as applicable. This obligation is subject to the following conditions:
(a) The Performing Party shall not be required to perform any service in a manner that would constitute a violation of applicable law;
(b) The Performing Party shall not be required to perform any service for the benefit of any Person other than the Receiving Party and its Affiliates;
(c) Except as set forth in Exhibit A or Exhibit B, as applicable, the Performing Party shall not be obligated to (i) hire or train additional employees, (ii) purchase, lease or license any additional equipment or software (iii) use or make available to the Receiving Party any upgrades, improvements or other changes in the equipment or software used by the Performing Party to the extent that the Performing Party would incur additional cost or expense not advanced by the Receiving Party in doing so, or (iv) pay any cost related to the transfer or conversion of information to the Receiving Party upon termination of the services;
(d) Except as set forth in Exhibit A or Exhibit B, the Performing Party shall be solely responsible for maintaining, during the applicable service period, equipment, software, licenses, personnel, facilities and other resources reasonably necessary for its provision of the services for which it is responsible that are substantially equivalent to those resources that were available to the Performing Party at the Effective Time;
(e) The Receiving Party shall, and shall cause its applicable Affiliates to, make available on a timely basis to the Performing Party and to any third party provider, (i) information reasonably requested by such Person to enable the performance of services, and (ii) reasonable access to the premises of the Receiving Party and such Affiliates and the systems, software and networks located therein, to the extent necessary for the purpose of providing the services; and
(f) The Receiving Party shall use commercially reasonable efforts to reduce or eliminate its...
Performance of Transition Services. 2.3.1 SUNE shall carry out the Transition Services with reasonable skill and diligence, and in a timely, xxxxxxx-like and professional manner in accordance with applicable law, rule, regulation or court order and with a priority at least equal to the services that SUNE provides for itself.
2.3.2 SUNE may delegate or sub-contract its duties under this Agreement to third-parties that are capable of performing such duties in accordance with Section 2.3.1; provided, however, that such delegation or subcontracting shall not relieve SUNE of its obligations under this Agreement, and SUNE is responsible for the actions or inactions of such contractors or subcontractors, just as SUNE is responsible in accordance with the terms of this Agreement for persons directly employed by SUNE.
Performance of Transition Services. The Company agrees to perform the Transition Services to be provided hereunder in a professional and competent manner, using at least the same standard of care that it uses in performing such services in its own affairs.
Performance of Transition Services. Upon receipt of written notice from Lottery at least thirty (30) days prior to the termination of the Agreement, except where SBT terminated the Agreement in accordance with Sections 17.2, 17.3, 17.4, and 17.5 above or SBTech otherwise determines that continued performance would expose SBTech to liability or other compliance risks (e.g., continued performance may violate Applicable Law), SBTech shall provide Transition Services as described in the Transition Plan (defined below) for a reasonable period of time as agreed upon and set forth in the Transition Plan (the “Transition Period”), on the following conditions:
(a) Lottery is up-to-date with its undisputed payment obligations at the commencement of the Transition Period; and
(b) Lottery pays all invoices during the Transition Period in accordance with its obligations referenced in Section 8 (Fees and Required Payments).
Performance of Transition Services. (a) In consideration for the Transition Service Fee, BHP must supply or must procure the supply of each Transition Service on and from the Completion Date for the relevant Transition Service Term to the Woodside Group or such members of the Woodside Group as Woodside may direct in accordance with the terms of this agreement, but only in respect of and for the purposes of the operation of the Target Petroleum Business in the transition period following Completion, and not for the benefit of any other operations, business or assets of the Woodside Group.
(b) The Parties agree that:
(i) the Transition Services which have been identified as at the Execution Date are set out in Schedule 4; and
(ii) New Transition Services and Omitted Transition Services may be identified in accordance with clause 14.4.
(c) After the Execution Date (and as far as practicable, before 31 December 2021, but in any event, before Completion), the Integration Management Office and, to the extent any matters are escalated, the Integration Steering Committee must:
(i) develop, agree and document the Transition Service Schedules for the Transition Services set out in Schedule 4 in accordance with the template set out in Schedule 3; and
(ii) identify any New Transition Services and Omitted Transition Services (if any) and develop, agree and document any additional Transition Service Schedules necessary for any such New Transition Services and Omitted Transition Services in accordance with clause 14.4.
Performance of Transition Services. (a) Subject to the terms and conditions set forth herein and in SCHEDULE A hereto, Seller shall provide Buyer with certain services set forth in SCHEDULE A hereto (the "Transition Services").
(b) Seller shall provide the Transition Services in accordance with the terms and conditions set forth in SCHEDULE A and shall provide such Transition Services with that degree of skill, attention and care that Seller exercises and has heretofore exercised with respect to furnishing comparable services to itself.
(c) All employees and representatives of Seller providing the Transition Services hereunder to Buyer during the term of this Agreement (collectively, the "Transition Services Employees") shall be deemed for all purposes (including compensation and employee benefits) to be employees or representatives solely of Seller and not to be employees or representatives of Buyer or to be independent contractors thereof. In performing their respective duties hereunder, all such employees and representatives of Seller shall be under the direction, control and supervision of Seller (and not of Buyer) and Seller shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives, subject to compliance with the terms and provisions contained in this Agreement including, without limitation, the provision of the Transition Services.
Performance of Transition Services. (a) Subject to the terms and conditions set forth herein and on Schedule I, Seller shall provide or cause to be provided to Purchaser each service listed on Schedule I (each, a “Transition Service” and collectively, the “Transition Services”).
(b) In each case as identified on Schedule I, Seller shall provide the Transition Services to Purchaser for a term commencing on the date hereof and ending on the date set forth on Schedule I for each Transition Service, unless the provision of such Transition Service or this Agreement is earlier terminated in accordance with Section 2.1 hereof.
(c) In each case as identified on Schedule I, Seller shall provide the Transition Services in accordance with the terms and conditions for such Transition Services listed on Schedule I and in accordance with the standard of care set forth in Section 1.3 hereof. Except as may otherwise be explicitly set forth herein, Seller makes no representation or warranty whatsoever with respect to the Transition Services to be provided hereunder.
(d) Seller may use subcontractors or its Affiliates (as such term is defined in the Purchase Agreement) to provide some or all of the Transition Services (including service providers and vendors under agreement with Seller) where such Transition Services are currently subcontracted or provided by an Affiliate. Save as otherwise provided in this Section 2.1(d) Seller may not sub-contract (or delegate to its Affiliates as the case may be) the provision of any Transition Service without the prior written consent of Purchaser. If Seller delegates any of its responsibilities under this Agreement to any of its Affiliates or uses subcontractors in the performance thereof, then Seller shall remain fully responsible for the actions and performance of such Affiliate or subcontractor to the extent Seller would be responsible hereunder if performing such obligations itself and such subsidiary or subcontractor shall be deemed Seller hereunder for purposes of defining its performance obligations.
(e) All employees and representatives of Seller shall be deemed for all purposes (including compensation and employee benefits) to be employees or representatives solely of Seller and not to be employees, representatives or independent contractors of Purchaser. In performing their respective duties hereunder, all such employees and representatives of Seller shall be under the direction, control and supervision of Seller (and not of Purchaser) and Seller shall have the...
Performance of Transition Services. The Transition Services shall be required at such times and such places as shall not result in unreasonable inconvenience to the Executive. In order to minimize interference with the Executive's other commitments, the Transition Services, to the extent practicable and not prejudicial to the Company, may be rendered by personal consultation at his residence or office wherever maintained, or by telephonic or video conferences during normal business hours. The Parties anticipate that the amount of time that the Executive shall devote to his performance of the Transition Services shall not generally exceed more than thirty-five (35) hours per month in the first two full months of the Transition Services Period and five (5) hours per month during the balance of the Transition Services Period (prorated for any portion of the Transition Services Period which is less than a full month).
