Transition Agreements. Seller and its subsidiaries shall have executed and delivered to Buyer the Transition Agreements.
Transition Agreements. The Seller will (subject to receipt of reasonable compensation by the Seller and without any obligation to incur any third party expense) reasonably cooperate with and assist the Buyer after the Closing in the transition of various accounting and other non-operator matters related to the members of the Company Group in accordance with the Transition Agreements.
Transition Agreements. Effective at the Closing, Purchaser and Seller, or such of their respective Subsidiaries as appropriate, shall enter into agreements substantially in the form of Exhibits H, I, J, K, L and M, each as listed on Schedule 10.3 (collectively, the “Transition Agreements”). The Parties agree that to the extent any Transition Agreement explicitly provides that the Parties shall agree prior to the Closing on a specific matter described in such agreement, the Parties shall negotiate in good faith to reach a reasonable resolution with respect to such specified matter in accordance with the guidelines, if any, specified with respect to such matter in such agreement.
Transition Agreements a) Subject to the terms and provisions of this Agreement and Employee’s compliance herewith:
1) From and after the Effective Date until the Spin-Off Closing, Employee shall be entitled to continue, at her election, to participate in all group health plans and other employee benefit plans, including 401(k) plans, generally made available to employees of RXi. Nothing herein, however, shall affect RXi’s right to modify, amend, change or discontinue any such plans at any time.
Transition Agreements. The Parent and the Purchaser agree that the Surviving Corporation shall maintain and shall comply with the Company's Transition Employment Agreements, as amended, and Stay Bonus Agreements, with several officers of the Company listed on Schedule 7.3 of the Company Disclosure Letter and the Employment Agreement, as amended, with R. Randolph Devening set forth on Schedule 7.3 of xxx Xxxxxxx Xxxxlosure Letter (collectively referred to herein as the "Transition Agreements"). The Company agrees not to amend the Transition Agreements after the date hereof without first obtaining the Parent's consent.
Transition Agreements. Purchaser shall have offered to engage each of the current Chief Financial Officer and the General Counsel of Seller as full-time consultants on transition matters for a period of three months following the Closing, for an aggregate payment each for such period of $75,000 and such agreements will contain non-competition clauses for the duration of the transition contracts.
Transition Agreements. Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties
Transition Agreements. The applicable Buyer shall, promptly following the request of Seller made at any time and from time to time, provide Seller with updates as to the status of the negotiations of the Transition Agreements.
Transition Agreements. During the Interim Period, the Purchaser and the Company Stockholder shall negotiate in good faith the terms and conditions of (i) the Transition Services Agreement substantively consistent with the terms set forth on Exhibit A, (ii) the License Agreement substantively consistent with the terms set forth on Exhibit B, (iii) the Deposit Servicing Agreement substantively consistent with the terms set forth on Exhibit C and (iv) the Interchange Maintenance Agreement substantively consistent with the terms set forth on Exhibit D, and each which shall be in form and substance reasonably acceptable to the Purchaser and the Company Stockholder.
Transition Agreements. 44 7.4 Restructuring of Transaction. . . . . . . . . . 45
