Post-Closing Services. Buyer recognizes that the Seller is --------------------- currently evaluating and reorganizing various corporate support functions and systems. The Seller agrees at the request of Buyer to provide the support functions identified in Schedule 5.17 (to the extent that the resources necessary to provide these functions are still available to Seller following such evaluation and reorganization; provided that, notwithstanding such evaluation and reorganization, Seller shall make available and support the MMAPPS application until the earlier of (i) December 31, 1999 and (ii) the six month anniversary of the Closing Date) for a period not to exceed six (6) months from the Closing Date. Buyer shall reimburse Seller for all costs properly chargeable or allocable to the services performed, including all direct and indirect labor costs and related overheads. Seller will xxxx Buyer for such services monthly and will provide adequate information and detail to support such invoices. Buyer shall pay all such bills within thirty (30) days after receiving them. The parties shall use good faith efforts to execute and deliver a transitional services agreement on or before the Closing Date.
Post-Closing Services. Notwithstanding the provisions of Section 6.10 hereof, from and after the Closing Date, Seller shall, for the benefit of Buyer, perform the services set forth on Exhibit 6.11 hereto on the terms and conditions and, in the case of the services, for the further consideration, set forth therein.
Post-Closing Services. As soon as practicable following the date hereof, GE, NBCU and Comcast will work together in good faith to complete the schedules to the GE Transition Services Agreement and the Comcast Services Agreement setting forth the applicable services to be provided under each such agreement (it being understood that such schedules shall be completed prior to the Closing). In furtherance and not in limitation of the foregoing, GE shall use its commercially reasonable efforts to provide to Comcast its initial draft of such schedules to the GE Transition Services Agreement no later than March 31, 2010 and the parties shall promptly thereafter make available and cause the necessary personnel to work together in good faith. In order to complete such schedules with respect to services to be provided to Newco, the parties will determine the services that have been provided to the NBCU Businesses and the Contributed Comcast Businesses prior to the Closing, it being understood that, except as provided below and subject to the selection process described below, (a) GE will make available to Newco the full range of services provided by GE to the NBCU Businesses as of the Closing for a period of four years from the Closing Date (but subject to the termination provisions set forth in the GE Transition Services Agreement) (the “Transition Services Term”), and (b) Comcast will make available to Newco the full range of services provided by Comcast to the Contributed Comcast Businesses as of the Closing for an indefinite period (but subject to the termination provisions set forth in the Comcast Services Agreement); provided that neither GE nor (except with respect to clause (i) or (iii) below) Comcast shall be obligated to provide services (i) that historically have not been generally provided under transition services agreements to former businesses that were divested by GE, (ii) that are not appropriate to be provided, in the reasonable judgment of the party that would be the provider, due to constraints under Law, (iii) that, in accordance with internal policies, procedures or practices of GE in effect prior to the date hereof, GE does not 105 provide to an entity in which GE holds a minority equity interest, or (iv) that are provided through a third party provider and the relevant Contract with the third party does not permit such service to be provided to Newco. Section 6.21 of the NBCU Disclosure Letter sets forth an illustrative list of services that GE is not obligated to ...
Post-Closing Services. Seller shall, for the periods set forth in the Service Agreement, provide manufacturing and supply services to Purchaser in connection with the support and sales of the Products. Seller will sell xxxxxxxx and any other spare parts necessary to Purchaser at cost, in sufficient quantity to fulfill all outstanding warranty and service obligations extant as of the Closing. Cost shall include labor to the extent any assembly is required.
Post-Closing Services. The parties recognize that legal and other professional services will be provided following the Closing Date to each of the Company and NextTrip. The parties further recognize that certain of such post-Closing services will be rendered solely for the benefit of the Company or NextTrip, as the case may be, while other such post-Closing services may be rendered with respect to Actions or other matters which involve both the Company and NextTrip. To the fullest extent permitted by Law, with respect to such post-Closing services and related Privileged Information, the parties agree as follows:
Post-Closing Services. As promptly as possible, and in any case --------------------- within sixty (60) days after the date of this Agreement, Buyer shall send PP&L written notification regarding which of those services listed in Schedule 6.13 hereto Buyer would like to have provided by PP&L, or an Affiliate of PP&L, after the Closing Date and the approximate period(s) of time for which such services are desired. Buyer and PP&L agree to cooperate and negotiate in good faith to arrive upon mutually acceptable terms and conditions pursuant to which PP&L, or an Affiliate of PP&L, will provide such services to Buyer and to incorporate such terms and conditions into a Generation Support Services Agreement and/or a Transition Services Agreement to be executed and delivered by the respective parties thereto at Closing; provided, however, that nothing -------- ------- herein shall obligate Buyer to purchase (or PP&L, or any Affiliate of PP&L, to provide) any such services if Buyer and PP&L are unable to agree upon mutually acceptable terms and conditions for the provision thereof and; provided, further, that the Parties' inability to agree upon mutually -------- ------- acceptable terms and conditions for the provision of any such services shall not relieve any Party of its obligations to consummate the transactions otherwise contemplated by this Agreement. Buyer and Sellers agree and acknowledge that certain of the Sellers' Agreements and Intellectual Property will not be transferred to Buyer at Closing if those Sellers' Agreements or Intellectual Property are necessary for or duplicative of the performance by PP&L, or an Affiliate of PP&L, of the services agreed to between Buyer and PP&L pursuant to this Section 6.13.
Post-Closing Services. No later than 30 days after the date of this Agreement, Parent shall notify Bordxx, Xxc. in writing of the services under the Master Customer Services Agreement currently in effect that Parent desires to terminate as of the Closing Date (the "Terminated Services"). Unless Bordxx Xxxvices Company and Parent otherwise agree in writing prior to the Closing Date, Bordxx, Xxc. agrees to cause Bordxx Xxxvices Company to terminate the Terminated Services effective as of the Closing Date.
Post-Closing Services. The Seller will provide the Buyer with administrative and accounting services for the Business for a period not to exceed ninety (90) days as set forth in .
Post-Closing Services. For a period of [six] months after the closing, each of the Stockholders who is not otherwise entering into employment or consulting agreements with XXXX at the closing agrees to continue to work for the Business on a basis and in a manner consistent with past practices with respect to that Stockholder, in order to transfer the Business to XXXX (without any obligation to incur expenses), subject to the supervision and instructions of the officers of XXXX, and such Stockholders shall receive the same salary and benefits as they had received immediately prior to the date of this agreement [as described on schedule 6.15]. During such period, the Stockholders who are entering into employment or consulting agreements with XXXX at the closing agree to comply with the provisions of such employment and consulting agreements. At TISH's option, the Stockholders' services under this agreement may be terminated at any time on 5 business days' prior notice, subject, however, to the terms of any employment or consulting agreements.
Post-Closing Services. Following Closing, for the period specified on Exhibit C with respect to a specific service, the Sellers shall provide (or cause to be provided) to Buyer and/or the Fund certain services on a transitional basis and in accordance with the terms and subject to the conditions set forth on Exhibit C.
