Post-Closing Transitional Matters. For a period of ninety (90) days following the Closing, Seller shall provide, without additional cost to Buyer, such assistance as is reasonably requested by Buyer in order to effect an orderly transition in the ownership and operation of the Assets; provided, however, such post-Closing assistance shall not, in any event, exceed ten (10) hours per week.
Post-Closing Transitional Matters. 14.1 INVOICES FOR EXISTING OR PREVIOUSLY SHIPPED INVENTORY OF PRODUCTS. With respect to any purchase orders or contracts assumed by Buyer pursuant to Section 1.1(d) hereof, in the event that Buyer receives, subsequent to the Closing, an invoice from a product manufacturer for any item of inventory of Products (i) existing and owned by the Seller as of the Closing Date the value of which was included in calculating the aggregate Inventory Value pursuant to Section 2.4 hereof was satisfied or (ii) included within Products shipped by Seller prior to the Closing, Buyer shall promptly deliver to Seller a copy of such invoice. Seller shall review such invoice and shall, within five business days of delivery of such invoice to Seller, deliver to Buyer documentation, signed by the product manufacturer, of any adjustment to the amounts reflected on such invoice. On the sixth business day after delivery of a copy of such invoice to Seller, Buyer shall have the right, in its sole discretion, either to pay such invoice, as adjusted, and be promptly reimbursed therefor by Seller or demand payment of such invoice, as adjusted, by Seller. Seller agrees to reimburse Buyer for any such invoice amount so paid or to pay any such invoice amount, as requested by Buyer, promptly upon receipt from Buyer of instructions to make such a payment. Nothing in this Section 14.1 shall be deemed to prevent Seller from disputing with the product manufacturer any amounts paid by Seller, and retaining any amounts remitted by the product manufacturer as a result of any such dispute.
Post-Closing Transitional Matters. Following the Closing, without any compensation or further consideration payable by Buyer, Seller shall respond positively to inquiries of customers and suppliers regarding the transaction contemplated hereby.
Post-Closing Transitional Matters. Following the Closing, Seller will provide, without additional cost to Buyer, except as provided below, such assistance as is reasonably requested by Buyer in order to effect an orderly transition in the ownership and operation of the Assets. Such assistance will include commercially reasonable efforts to provide or do the following:
Post-Closing Transitional Matters. For a period of ninety (90) days following the First Closing, and with respect to the Subsidiary for a period of ninety (90) days following the Second Closing, Seller shall provide, without additional cost to Buyer, such assistance as is reasonably requested by Buyer in order to effect an orderly transition in the ownership and operation of the Assets; provided, however, such post-closing assistance shall not, in any event, exceed ten (10) hours per week and that Buyer shall pay reasonable out-of-pocket expenses incurred by the Management Shareholder in connection therewith.
Post-Closing Transitional Matters. 7.12.1 For the 60-day period after the Closing, Seller will, and will cause its Affiliates to, provide, without additional cost to Buyer or out-of-pocket cost to Seller (except as provided in this Section), such assistance as is reasonably requested by Seller in order to effect an orderly transition in the ownership of the Business. Without limiting the generality of the foregoing, Seller, at its expense, will maintain the Assets at its existing facility for not more than 60 days after Closing, and Buyer will have the right to remove the Assets at any time during such 60-day period. Any costs incurred or associated with Seller maintaining any Assets (other than any such Assets which Buyer has elected in writing prior to the end of such 60-day period to treat as Excluded Assets pursuant to Section 4.4) in Seller's facility after the expiration of such 60-day period will be borne and paid solely by Buyer.
Post-Closing Transitional Matters. From the date of this Agreement until Buyer has completed the Medicaid licensing process, Seller will grant Buyer the right to use licenses issued to Seller by Medicaid in the conduct of the Business. For a period of ninety (90) days following the closing of the transactions contemplated herein, Seller shall provide, without additional cost to Buyer, such assistance as is reasonably requested by Buyer in order to effect an orderly transition in the ownership and operation of the Assets. Notwithstanding the foregoing, Seller and Buyer agree to work together in good faith to provide for reasonable transition process and transition period so that customer service is not adversely impacted as a result of the transactions contemplated in this Agreement.
