Removal of Transition Services Sample Clauses

Removal of Transition Services. Prior to the Closing and upon not less than 10 calendar days’ prior written notice (“Transition Services Termination Notice”), Purchaser shall be entitled to remove one or more transition services from the schedules of the Transition Services Agreement, in whole or in part, for any reason or no reason at all (such services set forth in the Transition Services Termination Notice, the “Termination Services”). Following Xxxxxx’s receipt of a Transition Services Termination Notice, Parent and Purchaser shall cooperate in good faith to identify a list of all services that are dependent on the Termination Services (such dependent services, the “Dependent Services”). Parent shall, within 10 calendar days following its receipt of a Transition Services Termination Notice, identify and provide in a written notice to Purchaser the reasonably anticipated Termination Charges with respect to the termination of the Termination Services and the Dependent Services (such notice, the “Termination Notice Response”). Purchaser shall either (a) notify Parent within five calendar days after its receipt of the Termination Notice Response that Purchaser desires to remove the service and each Dependent Service, and such services shall be removed from the schedules of the Transition Services Agreement prior to Closing, or (b) notify Parent within five calendar days after its receipt of the Termination Notice Response that Purchaser does not request to remove the services identified in its Transition Services Termination Notice (or fail to timely send the notice referenced in clause (a)), in which case the Transition Services Termination Notice shall be deemed to be rescinded and the applicable Termination Services and Dependent Services shall remain on the schedules of the Transition Services Agreement. In the event of any removal of any transition service (in whole or in part) from the schedules of the Transition Services Agreement in accordance with this Section 5.34, Purchaser shall pay to Parent all Termination Charges with respect to such Termination Service and Dependent Services but solely if the Termination Charge arises under a Contract entered into by Parent following the date of this Agreement but prior to the Closing. As used in this Section 5.34, “Termination Charges” shall have the meaning set forth in Exhibit A. Parent shall use reasonable best efforts to minimize the Termination Charges.
Sample 1
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Related to Removal of Transition Services

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Transitional Services Seller shall provide to Buyer, with respect to each Specified Business, upon written request from Buyer received by Seller no later than 30 days prior to the Closing Date, such services as may be reasonably requested by Buyer in connection with the operation of such Specified Business for a commercially reasonable transition period following the Closing to allow for conversion of existing or replacement services, in each case to the extent and only to the extent Seller or its Affiliates retains the Assets and employees necessary to allow the provision of such services (“Transitional Services”). In addition, between the date hereof and the Closing, Seller shall use commercially reasonable efforts to cooperate with Buyer to assist Buyer in developing and implementing a plan of transition. Buyer shall promptly reimburse Seller for the reasonable out-of-pocket costs and any incremental costs and expenses necessary to provide Transitional Services. All other terms and conditions for the provision of Transitional Services shall be reasonably satisfactory to both Buyer and Seller and subject to applicable Law.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Call Center Services Answer telephone inquiries during mutually agreed upon hours each day on which the Fund is open for trading. In the event that the Fund plans to be open on a business day when the New York Stock Exchange is to be closed, the Fund shall provide the Transfer Agent with reasonable advance notice and the parties shall discuss the call center resources available for such day. The Transfer Agent shall answer and respond to inquiries from existing Shareholders, prospective Shareholders of the Fund and broker-dealers on behalf of such Shareholders in accordance with the instructions provided by the Fund to the Transfer Agent for purpose of fulfilling its duties under this Agreement, including, accepting transaction requests on behalf of the Fund.

  • Hosting Services GSI shall load the Web site onto server(s) that are connected to the Internet and readily accessible via the Web through use of the Domain Names. GSI shall ensure that the Web site is functional and ready to process transactions in a reasonably efficient manner.

  • Distribution Services The Distributor shall sell and repurchase Shares as set forth below, subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"):

  • Consultation Services The company hereby employs the consultant to perform the following services in accordance with the terms and conditions set forth in this agreement: The consultant will consult with the officers and employees of the company concerning matters relating to the management and organization of the company, their financial policies, the terms and conditions of employment, and generally any matter arising out of the business affairs of the company.

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

  • Training Services Fiserv shall provide training, training aids, user manuals, and other documentation for Client's use as Fiserv finds necessary to enable Client personnel to become familiar with Fiserv Services. If requested by Client, classroom training in the use and operation of Fiserv Services will be provided at a training facility designated by Fiserv. All such training aids and manuals remain Fiserv's property.

  • Information Services The Custodian may rely upon information received from issuers of Securities or agents of such issuers, information received from Subcustodians or depositories, information from data reporting services that provide detail on corporate actions and other securities information, and other commercially reasonable industry sources; and, provided the Custodian has acted in accordance with the standard of care set forth in Section 6 (a), the Custodian shall have no liability as a result of relying upon such information sources, including but not limited to errors in any such information.

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