Scope of Transition Services. During the Term as set forth in Section 3(a) hereof, and subject to the terms and conditions set forth herein, BioScrip shall provide, or cause one or more of its Affiliates to provide, to the Buyers (or any Affiliate of Buyers) each of the goods, services or other support activities and tasks (each a “Service” and, collectively, the “Services”) described in Schedules A.1-A.6 (each, a “Schedule” and collectively, the “Schedules”), commencing on the Effective Date and continuing for the specific period of time described in each Schedule. If, at any time during the Term, Buyers identify a service that Buyers desire to obtain from BioScrip, and that (x) BioScrip has previously provided as part of the Business and (y) BioScrip has the resources, including personnel (or can reasonably obtain such resources) needed to provide such service as such time, that is not identified as a Service in the Schedules, the Parties shall negotiate in good faith mutually agreeable terms and conditions for the provision of such requested services, including, without limitation, a reasonable transition period for providing such service (such additional services, the “Additional Services”), provided, however, that BioScrip shall not unreasonably refuse to provide such service or delay the provision of such service. If the Parties mutually agree upon the provision of any Additional Services, this Agreement and the Schedules shall be amended to include such Additional Services and such Additional Services shall be deemed Services hereunder and, accordingly, BioScrip shall provide or cause to be provided such Additional Services in accordance with the terms and subject to the conditions set forth in this Agreement.
Scope of Transition Services. The scope of Transition Services will vary by Transition, and will be described on a “Fund Restructure Notice” to be executed by the Client and RIIS in the form attached as Appendix 1 to this Schedule. Among other things, the Fund Restructure Notice:
(a) Establishes RIIS’s authority (under the terms of the Agreement) to purchase, sell or otherwise transfer securities held in the identified Transition Account(s) for the purpose of establishing the Target Portfolio (or interim Target Portfolio, as the case may be), all in accordance with the Client’s instructions as provided in the Fund Restructure Notice;
(b) Establishes the basic objectives for the Transition;
(c) Establishes whether RIIS is authorized to use financial futures or other securities and instruments (other than those selected by Receiving Managers) to achieve the desired exposure while the Transition is in progress;
(d) May also authorize RIIS to provide Interim Subadvisory Services; and
(e) May provide any special or additional instructions for the conduct of the Transition Services.
Scope of Transition Services. (a) Subject to the provisions of Article IV hereof and subject to Section 5.13 of the Business Transfer Agreement, during the Transition Period (as such term is defined in Section 3.1 hereof), the Reliance Parties shall provide, and shall cause their Affiliates to provide, as applicable, to the Xxxxxx Parties and their Affiliates, as applicable, with systems support, including the operation and maintenance of those systems currently being used by the Business as of June 19, 2000 (the "Systems Support Services") and such other services expressly set forth on Schedule 1 hereto (collectively, the "Transition Services"). With respect to any Transition Service performed on specific hardware or software, the Reliance Parties will not be obligated to provide a Transition Service performed on such hardware or software following the time at which the Xxxxxx Parties (A) take physical possession of and install such hardware or cease processing information with respect to the Business or such hardware or cease processing information with respect to the business capital hardware or (B) materially change such software to the extent that the Reliance Parties could no longer reasonably be expected to be able to perform Transition Services thereon.The Reliance Parties shall not be required to provide support with respect to the Computer Programs listed on Schedule 3.14(c)(iii) to the Business Transfer Agreement as being unsupported.
Scope of Transition Services. Prior to the Closing Date, Seller, Buyer and their respective Affiliates shall reasonably co-operate as to the separation of the Business from Seller’s other business and planning Buyer’s integration of the Business, so as to reduce the number and scope of services to be provided in the Transition Services Agreement substantially in the form as attached as Exhibit C (the “Transition Services Agreement”). Prior to the Closing Date, Seller, Buyer and their respective Affiliates shall complete the schedules to the Transition Services Agreement, which shall provide for a term not to exceed six (6) months following the Closing Date and, without limiting Buyer’s rights under Section 2.2 of the Transition Services Agreement with respect to any Omitted Service (as such term is defined in the Transition Services Agreement), shall be limited to commercial, regulatory, pharmacovigilance/quality and corporate functions and services in a manner and scope of such services and functions not to exceed the manner and scope of such services and functions that had been provided by the Seller or a Seller Affiliate to the Business in the 12 month period prior to the Closing Date but are not (a) provided by Employees hired by Buyer, (b) provided by independent contractors under Transferred Contracts or (b) included in the Transferred Assets. Without limiting the generality of the immediately preceding sentence, if Seller has not filed with the FDA the annual report for the Product under 21 C.F.R. 314.81(b)(ii), the services to be provided under the Transition Services Agreement will include services related to the preparation of that annual report. Notwithstanding the foregoing to the contrary, nothing in this Section 4.16 shall require or permit Seller, Buyer or their Affiliates to conduct any integration activities to the extent that the same are prohibited by Competition Laws.
Scope of Transition Services. During the Transition Services Period, the Executive shall consult with the Company and its executive officers, and if requested, the Company’s Board of Directors, on an as-needed basis regarding the business and operations of the Company and the Company Group, as well as the transition of duties of the Executive to other employees of the Company (the “Transition Services”). The Executive shall report directly to, and shall perform the Transition Services as directed by, the Company’s Executive Chairman, or such other officer or member of the Company’s Board of Directors as may be designated from time to time by the Company’s Board of Directors, in its sole discretion. In connection with providing the Transition Services, the Executive shall comply in full with all applicable law, and rules and regulations and with the Company’s Code of Business Conduct & Ethics.
Scope of Transition Services. In no event shall the Providers be obligated to provide any Transition Service to a Recipient for any purpose other than to conduct the Business substantially as conducted immediately preceding the date of the Purchase Agreement, taking into account the migration of Transition Services to the Recipient over the term of this Agreement. For the avoidance of doubt, the Providers shall not be obligated to provide the Transition Services with respect to the offer or sale following the date hereof of any life insurance policies or annuity contracts.
Scope of Transition Services. During the Service Period, ACN and the Buyer agree to consult with each other at regular intervals and at such times as may be reasonably requested by the other party with respect to the performance by ACN and the ACN Service Providers of the Transition Services, the continued desirability of ACN and the ACN Service Providers providing specific Transition Services, the timing of the early termination of, or desirability for an extension of the Service Period with respect to any specific Transition Services, the occurrence of any events or circumstances negatively affecting ACN and the ACN Service Providers' continued ability to provide any specific Transition Service and other matters specifically relating to, or impacting, the provision of the Transition Services.
Scope of Transition Services. The Party providing a service (the “Servicing Party”) shall use commercially reasonable efforts to perform the services in a manner, amount, and quality substantially consistent with the manner, amount or quality of the services as was being provided by the Servicing Party to the Party whom such services are to be provided (the “Receiving Party”) during the six-month period prior to the First Emergence Step, and in no event shall the Servicing Party have an obligation to perform any service in any other manner, amount or quality (enhanced, increased or
Scope of Transition Services. The scope of Transition Services will vary by Transition, and will be described on a "Fund Restructure Notice" to be executed by the Client and Rxxxxxx in the form attached as Appendix 1 to this Schedule. Among other things, the Fund Restructure Notice:
(a) Establishes Rxxxxxx'x authority (under the terms of the Agreement) to purchase, sell or otherwise transfer securities held in the identified Transition Account(s) for the purpose of establishing the Target Portfolio (or interim Target Portfolio, as the case may be), all in accordance with the Client's instructions as provided in the Fund Restructure Notice;
(b) Establishes the basic objectives for the Transition;
(c) Establishes whether Rxxxxxx is authorized to use financial futures or other securities and instruments (other than those selected by Receiving Managers) to achieve the desired exposure while the Transition is in progress; and
(d) May provide any special or additional instructions for the conduct of the Transition Services.
Scope of Transition Services
