Provision of Transition Services. (a) Subject to the terms and conditions set forth herein, Provider shall provide, directly or indirectly through third party contractors, subcontractors, licensors, vendors, outsourcers or other third party service providers (collectively, “Third Party Contractors”), to Recipient the Transition Services during their respective Terms; provided, that Provider shall remain responsible for the performance of the services in accordance herewith.
(b) In the event that any Recipients desire to have any Providers provide services that (i) were provided by such Provider to such Recipient within the twelve (12) months prior to the Distribution Date (the “Reference Period”), and (ii) are reasonably necessary for the operation of such Recipient’s Business as conducted as of the Distribution Date (“Omitted Services”; provided, that Omitted Services shall not include any service that Provider has replaced with (or for which Provider has substituted) a substantially comparable Transition Service as of the date hereof), such Recipient may, within one hundred eighty (180) days following the date hereof, request that such Provider provide such Omitted Services. If such Provider is reasonably capable of providing such Omitted Services, such Provider shall provide such Omitted Services to such Recipient as promptly as reasonably practicable and on terms to be negotiated by the Parties in good faith. In the event that any Recipients desire to have any Providers provide additional services that are not Omitted Services (“Additional Services”), such Providers, in their sole discretion, may agree to provide, directly or indirectly through Third Party Contractors, such Additional Services. Any request for an Omitted Service or Additional Service shall be in writing and shall specify, as applicable (i) the type and the scope of the requested service, (ii) who shall perform the requested service, (iii) where and to whom the requested service is to be provided and (iv) the proposed term for the requested service. In the event that any Providers are required to provide any Omitted Service, or agree to provide any Additional Service, as applicable, the Parties shall enter into an amendment to this Agreement amending the applicable Transition Service Schedule to reflect such Omitted Service or Additional Service, as applicable, and such Omitted Service or Additional Service, as applicable, shall be deemed to be part of this Agreement and the Transition Services from and after the date o...
Provision of Transition Services. Commencing on the date hereof and continuing through the Term (as defined in Article 2 of this Agreement), Spinco will provide the Transition Services to AT Co., unless (a) otherwise indicated on the Service Attachment, (b) automatically modified by termination of a Transition Service by AT Co. in accordance with the terms and conditions hereof, (c) otherwise mutually agreed to by the parties in writing, or (d) this Agreement is terminated in accordance with the terms and conditions hereof.
Provision of Transition Services. 7.1 The Recipient undertakes and warrants that for the duration of this Agreement, it shall -
7.1.1 render the Transition Services and its other duties under this Agreement diligently and competently and at a level of skill, ability and performance that is acceptable to the Recipient;
7.1.2 in addition to rendering the Transition Services, render such other services to the Recipient as may be agreed in writing between the Parties from time to time;
7.1.3 to the extent necessary for the Recipient to render the Transition Services and carry out its duties in terms of this Agreement, appoint properly trained and suitably qualified employees;
7.1.4 on demand by the Provider and in any event on the Termination Date, deliver to the Provider all documents, the Data or other materials of whatever nature and respective on what media same are stored as prepared by the Recipient Provider in the course of rendering the Transition Services and performing its duties under this Agreement;
7.1.5 maintain the highest standards of workmanship and shall comply with all applicable legislation, by-laws and regulations in performing its obligations in terms of this Agreement.
Provision of Transition Services. Neuromed will use Commercially Reasonable Efforts to provide, and as necessary will cause its Affiliates to provide, the Transition Services to Mallinckrodt commencing promptly after the Effective Date, as
Provision of Transition Services. Buyer and Seller agree to execute a transition services agreement in the form reasonably agreed to by Buyer and Seller with respect to the provision of transition services reasonably requested by Buyer from and after the Closing Date. Buyer shall pay the lesser of (i) the cost being allocated to the Business at the Closing Date (adjusted as necessary to convert annualized costs to daily or monthly costs) and (ii) the cost Buyer would pay in an arms length transaction with a third party for any such service.
Provision of Transition Services. Idenix and/or its Affiliates: (a) will provide the Transition Services using the employees specified (except where there is an exigency); and (b) will not subcontract or assign any part of this Transition Agreement without Novartis’ prior written consent. Subject to clause 6, employees of a Party involved in the provision or receipt of the Transition Services will, during the Term of this Transition Agreement, remain employees of the same respective Party which they were employed before the Amendment Effective Date, and that Party solely will be responsible for the payment of all wages, bonuses, compensation, commissions and employee
Provision of Transition Services. TFS shall provide to, or cause to be provided to, Brillian the Transition Services as provided herein. It is understood by the parties that the scope of services to be provided under this Section 1 is expected to be substantially consistent with TFS' recent historical practice in providing the Transition Services to its microdisplay business unit unless otherwise stated in this Agreement. Without limiting the generality of the Transition Services to be provided by TFS to Brillian as described in the Schedules hereto, the parties agree as follows:
(a) Brillian's auditor shall have the right at Brillian's expense to audit any monthly summary statement; provided, however, that such audit occurs within thirty (30) days after Brillian's receipt of the monthly summary statement. All information provided by TFS to Brillian's auditor shall be in accordance with a non-disclosure agreement executed between the auditor and TFS;
(b) TFS shall provide Brillian an electronic copy of its consolidated corporate financial records produced by TFS for each of fiscal 1999, 2000, 2001, and 2002; and
(c) TFS shall cooperate in good faith with Brillian with respect to the transition of the employer relationship from TFS to Brillian subsequent to the Separation, Brillian's permit and licensing requirements, and similar transition matters.
Provision of Transition Services. (a) Teck Vendor will provide, or cause to be provided, to Alamos and the Turkish Subsidiaries in respect of the Project, each line item of service set forth in Schedule “A” hereto (each such item, a “Line Item of Service”) for the Service Period, unless such period is earlier terminated in accordance with the terms hereof. For clarity, Teck Vendor shall have no obligation with respect to any functions or services relating to the Turkish Subsidiaries or the Project, other than the provision of the Transition Services pursuant to this Agreement; and
(b) With respect to a particular Line Item of Service, Teck Vendor shall be responsible for: (i) selecting which of Teck Vendor, its Affiliates or their employees (which shall include independent contractors) will perform any particular Line Item of Service, subject to approval by Alamos acting reasonably; and (ii) administering such employees (i.e. setting such employees’ hours of work, establishing compensation structure, work load balancing, etc.), in each case subject to Section 3 of this Agreement. To the extent reasonably practicable, Teck Vendor will make available employees who have provided services to the Turkish Subsidiaries in the past.
Provision of Transition Services. Contact Person and Transition Coordinator.
Provision of Transition Services. (i) In order to facilitate the prompt and orderly transfer of the Business to Buyer, Seller will perform the services and take the actions described on Exhibit A attached hereto and any services that are incidental or reasonably related thereto but not specifically described therein (the “Buyer Transition Services”) to at least a standard, degree and level of care, skill, diligence, and service that is not less than that at which such services were provided by Seller to the Business or with respect to the Transferred PCIe Assets during the twelve (12) month period prior to the Effective Date, but under no circumstances shall be less than commercially reasonable.
(ii) In order to facilitate the prompt and orderly transfer of the Business to Buyer, Buyer will perform the services and take the actions described on Exhibit B attached hereto and any services that are incidental or reasonably related thereto but not specifically described therein (the “Seller Transition Services,” to at least a commercially reasonable standard, degree and level of care, skill, diligence, and service.
