Post-Closing Transition. Following Closing and to the extent to which Purchaser must be novated into operating agreements and other agreements or documents to which the Assets are subject, until the novation has been effected:
(a) Vendor shall not initiate any operation with respect to the Assets, except upon receiving Purchaser's written instructions, or if Vendor reasonably determines that such operation is required for the protection of life or property, in which case Vendor may take such actions as it reasonably determines are required, without Purchaser's written instructions, and shall promptly notify Purchaser of such intention or actions and of Vendor's estimate of the costs and expenses therewith associated;
(b) Vendor shall forthwith deliver, or cause to be delivered, to Purchaser all revenues, proceeds and other benefits received by Vendor with respect to the Assets, provided that Vendor shall be permitted to deduct from such revenues, proceeds and other benefits, any other costs and expenses which it incurs as a result of such delivery to Purchaser;
(c) Vendor shall, in a timely manner, deliver to Purchaser all Third Party notices and communications, including authorizations for expenditures and mail ballots and all notices and communications received in respect of the Assets or events and occurrences affecting the Assets, and Vendor shall respond to such notices pursuant to Purchaser's written instructions, if received on a timely basis, provided that Vendor may refuse to follow any instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract, and provided that nothing shall preclude Vendor from taking such actions as Vendor reasonably determines are necessary for the protection of life or property, or as are required by all Applicable Laws, rules, regulations, orders and directions of Governmental Authorities and other competent authorities; and
(d) Vendor shall, in a timely manner, deliver to Third Parties all such notices and communications which Purchaser may reasonably request and all such monies and other items as Purchaser may reasonably provide in respect of the Assets, provided that Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract.
Post-Closing Transition. To the extent Buyer’s employees temporarily reside at Seller’s office in Westborough, MA after the Closing to facilitate transition issues, Buyer agrees that such employees (and any equipment or other assets of Buyer) shall be removed from Seller’s premises by June 1, 2006.
Post-Closing Transition. Buyer and Sellers shall cooperate in good faith to transition the Business as promptly as possible, but in any event, within 90 days after Closing (the “Transition Period”). In connection with the Closing, the parties covenant as follows:
Post-Closing Transition. After Closing Buyer intends to create or obtain from third parties claims paying and billing capability for all PLAN products and to find a replacement carrier to write the out-of-network coverage written by Seller's affiliate, OHI. Buyer shall use its reasonable commercial efforts to ensure that the total membership in all PLAN commercial products does not increase over current levels.
Post-Closing Transition. No later than [***] following the Effective Date, a Transition Team shall be established by the Parties (the “Transition Team”) and shall be comprised of [***] The Transition Team shall discuss, and to the extent necessary and mutually agreed by the Parties, meet in person, to develop and draft a Transition Plan that outlines and facilitates the processes and mechanisms for transferring the Products and the Purchased Assets from Seller to Purchaser on mutually agreeable terms and conditions consistent with the terms of this Agreement, including Section 6.09 (the “Transition Plan”). The Parties agree to (a) formulate the Transition Plan within [***] following the date on which the Transition Team is established and (b) use commercially reasonable efforts to perform their respective obligations as set forth in the Transition Plan within the timelines set forth therein. The Parties will discuss in good faith any changes to the Transition Plan that become required or advisable. Except as otherwise set forth in the Transition Plan, the Ancillary Agreements or elsewhere in this Agreement, each Party shall be responsible for its respective costs and expenses incurred in performing the Transition Plan. In connection with developing or implementing the Transition Plan, the Parties may elect to enter into additional agreements on mutually acceptable terms as the Parties deem reasonably necessary or advisable.
Post-Closing Transition. For a period of 90 days subsequent to the Closing Date,
(a) Seller shall have the rent free use and access to the office facility at the Buyer’s Brownsville, Texas terminal facility, and
(b) Seller shall pay the salary of Xxxxx Xxxxxx, the Seller’s Controller, to assist Buyer in training its personnel to assume the day to day operation of the Buyer’s Brownsville, Texas terminal facility.
Post-Closing Transition. The Parties shall use commercially reasonable efforts to agree to the form of the Transition Services Agreement incorporating the principles specified in Schedule 1.1(vvvvvvvv) and to the form of the Technical Services Agreement incorporating the principles specified in Schedule 1.1(llllllll) prior to the Closing Date, in accordance with Clause 6.7(a)(ii). Such transition services and Vendors’ covenants to perform any obligation hereunder after Closing shall have regard to the number and qualifications of Transferring Employees and Transferring Contractors, and the terms of the Transition Services Agreement regarding responsibility for instructing such Transferring Employees. Transition services are intended to be undertaken on a function by function basis and to be terminated on the earlier of: (i) written notice from Purchaser; or (ii) the date that is the later of: (A) the last date of the fourth (4th) month following the Closing Date; and (B) such later date as provided in the Transition Services Agreement. The provisions of Clause 6.7(b) shall survive Closing for the benefit of the Purchaser and the Vendors, respectively.
Post-Closing Transition. (a) Subject to the terms of the Transaction Documents, the Seller may continue to sell the Seller Products in the Seller’s sole and absolute discretion from the First Closing until such time as the Purchaser commences sales of the Seller Products under the Distribution Agreement, and the Purchaser shall cooperate with Seller and take any further action (including the execution and delivery of such further instruments and documents) as is necessary to allow the Seller to: (i) continue to manufacture and sell the Seller Products until such time; and (ii) if upon such time the Seller remains obligated to sell any Seller Products under open product orders or tenders, fulfill such orders or tenders, including additional “last time buy” orders or tenders submitted to Seller in connection therewith.
(b) From the First Closing Date until the Second Closing Date, all First Closing Assets that are tangible Assets will continue to be located at Seller’s facilities and be available for use by Seller pursuant to this Section 1.11 and pursuant to the Distribution Agreement. Purchaser agrees to assume responsibility for, and pay all expenses in connection with, transporting and relocating those tangible Assets which at the Second Closing are located at Seller’s facilities. Such removal shall be completed within 90 days after the Second Closing Date. Seller agrees to give Purchaser, its agents and employees access to such facilities at reasonable times and upon reasonable notice, and reasonable assistance for purposes of removing such tangible Assets. Seller shall have no liability to Purchaser in connection with the removal from such facilities of such tangible Assets after the Second Closing, and risk of loss with respect to such tangible Assets shall pass to Purchaser on the Second Closing. Purchaser shall be responsible for the costs of repairing any damage to such facilities resulting from the removal of such tangible Assets therefrom.
(c) To the extent any insurance and warranty proceeds described in Section 1.1(f) are received after the First Closing Date and before the Second Closing Date, the Purchaser (or the Seller on behalf of the Purchaser) will exercise the Purchaser’s rights to such proceeds and use such proceeds to repair or replace the Assets to the extent such Assets are used by the Seller pursuant to its rights or obligations hereunder or under the Transition Services Agreement or the Distribution Agreement, as applicable.
(d) The Seller shall continu...
Post-Closing Transition. For a period of 90 days after Closing, the Seller shall assist the Buyer in connection with the transition of the Acquired Assets to the Buyer and the Buyer’s exploration and operation of the Properties after Closing. Such assistance shall include providing the Buyer with access to, and cooperation from vendors with whom the Seller has relationships.
Post-Closing Transition. Seller and Buyer hereby agree to formulate mutually acceptable written procedures prior to the Closing Date and to enter into any necessary agreements on the Closing Date to ensure an orderly transition of the Business.
