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:
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. After the date hereof and to the extent that Purchaser must be recognized by Third Parties under the Title and Operating Documents or otherwise recognized as the owner of any of the Assets, the following will apply to those Assets until that recognition has been effected:
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, or approved to receive and hold any Licenses pursuant to any License Transfers approval process, until the novation, or approval has been effected:
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. JPMorgan and Parent shall use commercially reasonable efforts to provide transition services to the other and to assist and cooperate in such transition and to agree on the reimbursements to be paid for such transaction assistance, provided that JPMorgan shall not be obligated to provide such services after the first anniversary of the Closing Date.
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. The Company will reasonably consider taking any actions reasonably requested by Parent in preparing for post-closing operation of the Company’s businesses, so long as such actions do not materially interfere with the ongoing operation of the businesses, and do not expose the Company to material liability in the event of a failure of the Closing to occur.
Post-Closing Transition. For a period of forty-five (45) days after the Closing, Seller and Seller's personnel shall aid and cooperate with Buyer, at Buyer's sole risk, to insure an orderly transition of the Assets and the operation thereof , and to ensure the routine operations of the Assets, including but not limited to daily well operations, transition of personnel, and the responsibility for reporting production to the State of Texas, and the payment of expenses and royalties.
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.
