SZR Abington Assisted Living, L. L.C. (“Owner”) acting through its manager, Sunrise Senior Living Management, Inc. (“Sunrise”) d/b/a Sunrise of Abington (the “Community”), and
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Relocation Assistance Should the Executive move his residence in order to pursue other business opportunities within two (2) years of his Separation from Service, he will be reimbursed for any expenses incurred in that relocation (including taxes payable on the reimbursement) which are not reimbursed by another employer. Benefits under this provision will include the assistance in selling the Executive’s home which was customarily provided by the Corporation to transferred executives prior to the Change of Control.
Assisted Living Facility Regulation If the Mortgaged Property is operated as an assisted living facility, to Seller's knowledge (a) the related Mortgagor is in compliance in all material respects with all federal and state laws applicable to the use and operation of the related Mortgaged Property and (b) if the operator of the Mortgaged Property participates in Medicare or Medicaid programs, the facility is in compliance in all material respects with the requirements for participation in such programs.
Valuation Assistance The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Trust. The Adviser hereby acknowledges that the Subadviser is not responsible for pricing portfolio securities. Notwithstanding the foregoing, the Subadviser agrees that, upon request of the Adviser, it shall reasonably assist the Adviser in obtaining prices for portfolio securities and, to the extent it may lawfully do so, provide the Adviser with reasonable information, data or analyses in its possession. The Adviser and the Trust acknowledge that any such information, data or analyses may be proprietary to the Subadviser or otherwise consist of nonpublic information, agree that nothing in this Agreement shall require Subadviser to provide any information, data or analysis in contravention of applicable legal or contractual requirements, and agree to use any such information only for the purpose of pricing portfolio securities and to maintain their confidentiality.
Post-Closing Assistance (a) From and after the Closing Date, upon the request of either Buyer or Seller, the parties hereto shall do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably required or appropriate to carry out or effectuate the Transactions.
Termination Assistance Services Upon the expiration or the effective date of termination of this Agreement, Service Provider shall have no further obligation to provide the Services to Recipient except that:
Investor Relations Firm Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain an investor relations firm with the expertise necessary to assist the Company both before and after the consummation of the Business Combination for a term to be agreed upon by the Company and the Representative.
Transition Assistance Collaborator shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than [ * ] after termination for the purpose of transferring or transitioning to Exelixis all Collaborator Know-How not already in Exelixis’ possession and, at Exelixis’ request, all then-existing commercial arrangements relating to the Products that Collaborator is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designee, in each case, to the extent reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory. If any such contract between Collaborator and a Third Party is not assignable to Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory, or if Collaborator is performing such work for the Compound and Product itself (and thus there is no contract to assign), then Collaborator shall reasonably cooperate with Exelixis to negotiate for the continuation of such services for Exelixis from such entity, or Collaborator shall continue to perform such work for Exelixis, as applicable, for a reasonable period (not to exceed [ * ]) after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of such services.
Litigation Assistance Employee covenants and agrees that he shall, upon --------------------- reasonable notice, during the Term and for three (3) full years after the expiration or termination of this Agreement, furnish such information and assistance to the Company as may be reasonably required by the Company in connection with any litigation in which it or any of its Affiliates is, or may become, a party. The Company shall reimburse Employee for all reasonable out- of-pocket expenses incurred by Employee in furnishing such information and assistance.
Research Independence The Company acknowledges that each Underwriter’s research analysts and research departments, if any, are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriter’s research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against such Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriter’s investment banking divisions. The Company acknowledges that the Representative is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short position in debt or equity securities of the Company.
Termination Assistance If the Agreement or a Service terminates or expires, in whole or in part, for any reason (including termination by BNY Mellon due to breach by Voya or rejection of the Agreement under applicable bankruptcy Law), Voya may require BNY Mellon, during the Termination Assistance Period, to: (1) continue to perform the terminated or expired Services (or portion thereof), wherein Voya shall continue to pay for such Services that BNY Mellon performs as set forth in Article 8; (2) reasonably cooperate with Voya or another supplier designated by Voya in the transfer of the Services to Voya or such other supplier in order to facilitate the transfer of the Services to Voya or such other supplier; and (3) perform any other services reasonably required to transfer the provision of the terminated or expired Services to Voya or another supplier, including the services set forth in the Exit Plan and Exhibit 13 (the services in clauses (1) through (3), the “Termination Assistance Services”). The Termination Assistance Services shall be considered “Services” and shall be performed in accordance with the Agreement. If there are no established rates for the services in clause (3), the Parties shall negotiate rates for such services consistent with the Fees (e.g., comparable discounts). There shall be no additional Fees for providing the cooperation described in clause (2) unless such cooperation requires additional resources over and above those used to provide the Services without causing disruption in the Services. During a Termination Assistance Period, the Termination Assistance Services shall be of the same quality, level of performance and scope required under the Agreement. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, to the extent that BNY Mellon is no longer providing accounting services (under a separate accounting agreement) to any Voya Fund(s), BNY Mellon’s obligations pursuant to this Section shall be limited with respect to such Voya Funds to clauses (2)-(3) of this Section.
