Seller Services. Seller will provide the following services to Buyer ("SELLER SERVICES"):
Seller Services. On the terms and conditions of this Agreement, Seller hereby agrees to provide or cause one or more of its Subsidiaries or Affiliates or a Service Provider that is providing a Service to Seller or any such Subsidiary or Affiliate to provide the services listed on Attachment A (the “Seller Services”) to Buyer for the Term of this Agreement with respect to each Seller Service.
Seller Services. Buyer will reimburse Seller for all actual and reasonable costs Seller incurs in providing the Seller Services set forth in ARTICLE 2. For any amount of reimbursable costs and expenses (i) due to a third party, Buyer will pay to Seller the entire amount thereof within ten (10) business days after receipt of an invoice or similar document therefor; (ii) due to or in respect of Seller’s employees, staff, or Wipfli consultants, Buyer will pay to Seller the entire amount within ten (10) business days. Seller will provide to Buyer (i) all invoices and the like received from third party providers promptly upon receipt and (ii) invoices and the like (together with reasonable supporting documentation) for all other reimbursable costs and expenses.
Seller Services. Schedule 3.25 sets forth a description of all services currently provided by Parent, Seller or their Affiliates to the Company and its Subsidiaries, as well as a description of all current transactions and relationships between any of the Company and its Subsidiaries on the one hand, and Parent, Seller or their Affiliates (other than the Company and its Subsidiaries) on the other, all of which occurred in the ordinary course of business. Except as provided in this Agreement, the consummation of the transactions contemplated herein will not result in any payment arising or becoming due from any of the Company or its Subsidiaries to Seller or Parent or any Affiliate of Seller or Parent.
Seller Services. Buyer agrees that the quality and --------------- reliability of Seller Services provided under this Part III shall be based upon the quality and reliability of the data and information received from Buyer.
Seller Services. (i) Subject to the terms and provisions of this Agreement, Seller shall, or shall cause its Affiliates or Third Party Suppliers to:
(1) provide to Purchasers, the Companies and the Company Subsidiaries, as applicable (the “Purchaser Recipients”), the services set forth in Exhibit 1 hereto (as such Exhibit may be amended or supplemented in accordance with the provisions of this Agreement) (the “Seller Services Schedule”); and
(2) to the extent not already completed as at Closing, undertake all of the actions described or otherwise contemplated in the Steps Memo and the operational separation plans set forth in Exhibit 2 hereto (as such Exhibit may be amended or supplemented in accordance with the provisions of this Agreement) (the “Separation Plans”). The services and actions described in Exhibits 1 and 2 shall, together with any actions described in the Steps Memo which have not been completed as at the date hereof and which are to be completed hereunder, comprise the “Seller Services.” Subject to Section 1(c)(i), it is understood that the Seller Services do not include, and Seller and its Affiliates will not be obligated to perform or provide to any Purchaser Recipient, any services or actions not expressly set forth in the Seller Services Schedule, the Separation Plans or the Steps Memo.
Seller Services. Buyer shall be responsible for receiving, storing, installation, start up, commissioning, operator training, and maintaining all Products unless specified elsewhere in the Purchase Order. Seller shall provide a written quotation for commissioning, training and field service to assist Buyer in these functions, if requested. Any such assistance provided to Buyer by Seller will be under a separate Purchase Order. Actual commissioning, training and field service of products may be assigned to and performed by an authorized Representative of the Seller.
Seller Services. On the terms and subject to the conditions of this Agreement, Seller shall provide the services to Buyer listed on Schedule A, in substantially the same scope, nature and manner as was provided to the Division immediately prior to the Closing Date.
Seller Services a. The Seller agrees that it shall provide or cause its Affiliate to provide the services substantially as described on the Schedules to this Agreement solely with respect to Buyers’ operations at the Springfield Facility (the “Seller Services”) for the period of time as set forth on the Schedules. The termination of each Seller Service shall occur automatically at the end of the period set forth next to such Seller Service on each Schedule. Notwithstanding anything set forth on the Schedules hereto, the Seller shall cease to provide any Seller Service within 30 days of receiving a written request from the Buyers to terminate such Seller Service.
b. The consideration to be paid to the Seller pursuant to this Agreement for providing the Seller Services is set forth on the Schedules hereto. In addition, the Buyers will or will cause their Affiliates to reimburse the Seller for any payments made by the Seller in respect of the Seller Services.
c. In providing the Seller Services, none of the Seller nor any of its respective Affiliates shall be obligated to: (i) hire any additional employees; (ii) maintain the employment of any specific employee, (iii) purchase, lease or license any additional equipment, property or materials; or (iv) pay any costs related to the transfer of any data to the Buyers or their Affiliates.
d. The Seller agrees to use commercially reasonable efforts to cause third parties to perform the services that are required in order for the Seller to perform the Seller Services. The Buyers understand that the Seller Services provided hereunder are transitional in nature and are furnished by the Seller solely for the purpose of facilitating the purchase of the Shares and Assets by the Buyers. The Buyers understand that the Seller is not in the business of providing the Seller Services to third parties and have no long term interest in continuing to provide the Seller Services.
e. The Seller shall only be obligated to provide Seller Services during normal business hours and in a manner that will not interfere with the Sellers’ business operations.
f. If during the term of this Agreement Buyers desire that Sellers perform certain additional services which are necessary to Buyers’ operations at the Springfield Facility and which are not part of the Seller Services (the “Additional Services”), then Buyers may seek to negotiate an agreement with Seller with respect to the provision of such Additional Services. Seller shall perform such Additional Se...
Seller Services. Seller shall arrange for its Chief Financial Officer and Controller, currently Jxxx Xxxx and Bxxxx Xxxxxxx (the “PIH Employees”), to provide transition accounting services to Purchaser and Companies, with respect to the businesses of the Companies, after the Closing as requested by Purchaser, subject to the terms and conditions of this Agreement.
