Seller Transition Services. Annex 1.1
Seller Transition Services. During the Term of this Agreement, Seller Parties shall provide, or shall cause one or more of their Affiliates to provide, to Continental the services set forth in Schedule 1 (individually, a "Transition Service" and, collectively, the "Transition Services") for the individuals expected to transfer with the business at the Closing set forth in Schedule 2, and who do in fact so transfer (the “Transferred Employees”). The Parties acknowledge the transitional nature of certain of the Transition Services. Accordingly, the Buyer Parties agree to use commercially reasonable efforts to make a transition, as promptly as practicable following the execution of this Agreement, of each Transition Service to its own internal organization or to obtain alternate third-party sources to provide the Transition Services, if applicable. The Parties acknowledge and agree that in no event shall the Transition Services extend beyond May 31, 2021 (the period from the Effective Date through May 31, 2021 or such earlier date as may mutually be agreed to by the Parties being the “Term” and the “Transition Services Period”). Buyer Parties shall pay for costs incurred by Seller Parties as set forth in Schedule 1.
Seller Transition Services. Upon the terms and subject to the conditions set forth in this Agreement, Sellers will provide, or cause to be provided, to Buyer, for the purpose of transitioning the Business to Buyer (the “Buyer Purpose”), each of the services to be provided or procured by the Seller under this Agreement, including all services listed in Appendix A, which is attached to and made part of this Agreement, (each such service is referred to individually as a “Seller Transition Service”, and collectively as the “Seller Transition Services”), during the time period for each Seller
Seller Transition Services. [Schedules to this exhibit have been omitted pursuant to Item 601(b)(2)
Seller Transition Services. If the transaction contemplated by the GE Agreement does not close, then (A) Buyer shall provide the Sellers with (i) loan servicing relating to the home improvement and consumer loans originated by the HI Origination Business and the CL Origination Business and any such loans on the balance sheet of Mill Creek Bank at the time of the Closing Date and (ii) services including, without limitation, network administration, data center support and system maintenance on terms and conditions reasonably acceptable to Sellers (collectively, the "Loan and IT Services") until such time as the Excluded Businesses are sold or liquidated, but in any event not more than six months after the Closing Date; provided that, upon Sellers' request, Buyer agrees to negotiate in good faith for the provision of such Loan and IT Services to Sellers after such six-month period upon mutually acceptable terms; and (B) Buyer shall use reasonable efforts (and Seller shall ensure that any applicable purchase agreement for the Excluded Businesses contains a provision requiring the buyer of such Excluded Businesses to use such reasonable efforts) to reach mutual agreement with the buyer of the Excluded Businesses as to the provision by Buyer of the Loan and IT Services to such buyer in a manner that is reasonable with respect to the Excluded Businesses.
Seller Transition Services. Subject to the terms and conditions of this Agreement, Buyer shall use commercially reasonable efforts to provide, or to cause to be provided, to Seller the services set forth in Exhibit B (“Seller Transition Services”) from and after the Effective Date until the earlier of (a) six (6) months following the Effective Date, or (b) Seller’s written notice to Buyer advising Buyer that the Seller Transition Services, or any certain component thereof, are no longer required by Seller (the “Seller Transition Period”). To the extent that a Buyer Shared Use Asset was not split or segregated by Closing pursuant to Section 6.7(d) of the Asset Purchase Agreement, Buyer agrees to use commercially reasonable efforts to allow Seller to continue to use such Buyer Shared Use Asset during the Term, passing through to Seller any costs and any benefits directly related to Seller’s use of such Buyer Shared Use Asset, and to continue to work in good faith during the Term to split or segregate such Buyer Shared Use Asset. For the avoidance of doubt, Seller shall have the right to terminate one or more specific Seller Transition Services prior to the date that is six (6) months following the Effective Date, while continuing other Seller Transition Services.
Seller Transition Services
