Scope of Transition Services Sample Clauses

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:
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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.
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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.
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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.
Sample 1
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.
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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.
Sample 1
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.
Sample 1
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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
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Scope of Transition Services 
Sample 1

Related to Scope 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 Contractor shall provide Transitional Services to offenders who are being released from a prison, an assessment/sanction center, prerelease center, or treatment center for up to the first 90 days of community supervision after release. A Probation and Parole Officer (PO) will determine the specific services to be provided to each offender based on the offender’s needs and individualized case plan as determined or developed by the State. The referring PO will complete an agreed upon referral form designating the services selected. Contractor will confirm availability of services, establish a start date, and return the referral form to the PO and the designated State staff.

  • Scope of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member, Member’s design professionals and Vendor. It is permitted for the TIPS Member to provide a general scope description, but the awarded vendor should provide a written scope of work, and if applicable, according to the TIPS Member’s design Professional as part of the proposal. Once the scope of the job is agreed to, the TIPS Member will issue a PO and/or an Agreement or Contract with the Job Order Contract Proposal referenced or as an attachment along with bond and any other special provisions agreed by the TIPS Member. If special terms and conditions other than those covered within this solicitation and awarded Agreements are required, they will be attached to the PO and/or an Agreement or Contract and shall take precedence over those in this base TIPS Vendor Agreement.

  • Hosting Services 13.1 If Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract Hosts Customer Data in connection with an Acquisition, the provisions of Appendix 1, attached hereto and incorporated herein, apply to such Acquisition.

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

  • OTHER ADMINISTRATIVE SERVICES 1. Coordinate the layout, printing and electronic delivery of publicly disseminated prospectuses and shareholder reports, make recommendations to improve their effectiveness or reduce expenses.

  • 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.

  • Administrative Services In addition to the portfolio management services specified above in section 2, you shall furnish at your expense for the use of the Fund such office space and facilities in the United States as the Fund may require for its reasonable needs, and you (or one or more of your affiliates designated by you) shall render to the Trust administrative services on behalf of the Fund necessary for operating as an open end investment company and not provided by persons not parties to this Agreement including, but not limited to, preparing reports to and meeting materials for the Trust's Board of Trustees and reports and notices to Fund shareholders; supervising, negotiating contractual arrangements with, to the extent appropriate, and monitoring the performance of, accounting agents, custodians, depositories, transfer agents and pricing agents, accountants, attorneys, printers, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable to Fund operations; preparing and making filings with the Securities and Exchange Commission (the "SEC") and other regulatory and self-regulatory organizations, including, but not limited to, preliminary and definitive proxy materials, post-effective amendments to the Registration Statement, semi-annual reports on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the Fund's transfer agent; assisting in the preparation and filing of the Fund's federal, state and local tax returns; preparing and filing the Fund's federal excise tax return pursuant to Section 4982 of the Code; providing assistance with investor and public relations matters; monitoring the valuation of portfolio securities and the calculation of net asset value; monitoring the registration of Shares of the Fund under applicable federal and state securities laws; maintaining or causing to be maintained for the Fund all books, records and reports and any other information required under the 1940 Act, to the extent that such books, records and reports and other information are not maintained by the Fund's custodian or other agents of the Fund; assisting in establishing the accounting policies of the Fund; assisting in the resolution of accounting issues that may arise with respect to the Fund's operations and consulting with the Fund's independent accountants, legal counsel and the Fund's other agents as necessary in connection therewith; establishing and monitoring the Fund's operating expense budgets; reviewing the Fund's bills; processing the payment of bills that have been approved by an authorized person; assisting the Fund in determining the amount of dividends and distributions available to be paid by the Fund to its shareholders, preparing and arranging for the printing of dividend notices to shareholders, and providing the transfer and dividend paying agent, the custodian, and the accounting agent with such information as is required for such parties to effect the payment of dividends and distributions; and otherwise assisting the Trust as it may reasonably request in the conduct of the Fund's business, subject to the direction and control of the Trust's Board of Trustees. Nothing in this Agreement shall be deemed to shift to you or to diminish the obligations of any agent of the Fund or any other person not a party to this Agreement which is obligated to provide services to the Fund.

  • Additional Accounting Services Ultimus shall also perform the following additional accounting services for each Portfolio:

  • 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;

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