Transition Assistance and Adjustments Sample Clauses

Transition Assistance and Adjustments. (A) The Company shall reasonably cooperate and provide assistance to the Buyer as shall be reasonably appropriate during the transition of the Business and the Purchased Assets from the Company to the Buyer, or its successors and/or assigns, after the Closing Date. All assistance shall be made promptly when available after any request by Buyer. (B) Buyer and its successors and/or assigns shall have the right at any time and from time to time upon reasonable notice and during normal business hours to examine and make copies of all corporate books, records and other documents of the Company relating to the Business and generated prior to the Closing Date, which documents will be maintained by the Company and the Shareholders for a period of three (3) years after the Closing Date. (C) The Company and the Shareholders will reasonably cooperate with Buyer in notifying the customers included on the Customer List that the Business has been sold to Buyer, including, without limitation, executing any additional notices after the Closing which Buyer may reasonably request. Neither the Company nor the Shareholders will, directly or (D) Following the Closing, the Company and the Shareholders or any affiliate of the Company (as defined under federal securities laws), shall not use the name "Digiweb" or any confusingly similar name to said trade name in any trade or business, other than as an employee of Buyer or an affiliate of Buyer. (E) Following the Closing, the Buyer will collect the accounts receivable of the Company existing as of the Closing Date, and will remit all collections to the Company without deducting a fee. Notwithstanding the foregoing, if more than ordinary course of business efforts are required to collect any accounts receivable over 90 days, Buyer may, with the prior approval of the Company, expend such additional efforts and retain a fee equal to 25% of the collections on such accounts. The Company agrees not to contact any customers to whom the accounts receivable relate without the prior written consent of Buyer. During the first 60 days after the Closing, receivables collected with respect to a Customer shall first be applied to the Company's receivables for that Customer only to the extent the Company's receivables with respect to such Customer were less than 60 days old as of the Closing, next the balance of such amount collected from such Customer, if any, shall be retained by Buyer to be applied against receivables of such Customer arising...
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Transition Assistance and Adjustments. The Shareholders shall cooperate and provide assistance to the Merger Subsidiary, the Surviving Corporation and the Parent as shall be reasonably necessary during the transition of the Business as contemplated in -------- this Agreement, after the Closing Date.
Sample 1
Transition Assistance and Adjustments. 14 Section 7.03 Taxes. 14 Article VIII. MISCELLANEOUS................................................................................14 Section 8.01 Governing Law; Jurisdiction..............................................................14 Section 8.02 Counterparts.............................................................................15 Section 8.03 Confidentiality..........................................................................15 Section 8.04 Entire Agreement; Amendments.............................................................15 Section 8.05 Severability.............................................................................15 Section 8.06 Benefit; Assignment......................................................................15 Section 8.07 Construction.............................................................................15 Section 8.08 Imputed Knowledge........................................................................16 Section 8.09 Notices..................................................................................16 3 STOCK PURCHASE AGREEMENT AGREEMENT made as of this 31st day of August, 1998 between B.N. TECHNOLOGY, INC., a California corporation with a principal place of business at 7787 Xxxxxx Xxxxxxxxx, #000, Xxx Xxxxxxx, XX 00000 (xxe "Company"), BERNX XXXXXXX, xx individual residing at the address set forth on Exhibit A, ANNEXXXX XXXXXX, xx individual residing at the address set forth on Exhibit A (collectively, "Shareholders"), and SAGE NETWORKS, INC., a Delaware corporation having an office at 215 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 ("Xuyer").
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Transition Assistance and Adjustments. The Shareholders shall cooperate and provide assistance to the Buyer as shall be reasonably necessary during the transition of the Business and the Company's Assets from the Company to the Buyer, or its successors and/or assigns, after the Closing Date.
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Transition Assistance and Adjustments. (a) Purchaser and its successors and/or assigns shall have the right at any time and from time to time upon reasonable notice and during normal business hours to examine and make copies of all corporate books, records and other documents of Seller relating to the Businesses and generated prior to the Closing Date, which documents will be maintained by Seller for a period of five (5) years after the Closing Date. (b) Seller shall reasonably cooperate with Purchaser in notifying the customers included on the Customer List that the Businesses have been sold to Purchaser, including, without limitation, executing any additional notices which Purchaser may reasonably request. Seller will not, directly or indirectly, take any action which is designed or intended to have the effect of discouraging customers, suppliers or Seller and other Businesses associates of the Businesses, from maintaining the same business relationships with Purchaser its successors and/or assigns after the Closing Date as were maintained with Seller with respect to the Businesses prior to the Closing Date. (c) Following the Closing, Seller, or any affiliate of Seller (as defined under Federal securities laws), shall not use the name Netwolves or any confusingly similar name to said trade names in any trade or business, other than as an employee or affiliate of Purchaser.
Sample 1
Transition Assistance and Adjustments. The Major Shareholder shall cooperate and provide assistance to the Buyer, as shall be reasonably necessary during the transition of the Business as contemplated in this Agreement, after the Closing Date.
Sample 1
Transition Assistance and Adjustments. (A) The Company shall cooperate and provide assistance to the Buyer as shall be reasonably necessary during the transition of the Business and the Purchased Assets from the Company to the Buyer, or its successors and/or assigns, after the Closing Date. (B) Buyer and its successors and/or assigns shall have the right at any time and from time to time upon reasonable notice and during normal business hours to
Sample 1
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Transition Assistance and Adjustments. For a period of ------------------------------------- 90 days after the Closing Date, the Shareholders shall provide such reasonable cooperation and assistance to the Buyer, the Company and the Parent as shall be reasonably necessary during the transition of the Business as contemplated in this Agreement.
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Related to Transition Assistance and Adjustments

  • Transition Assistance If this Contract is not renewed at the end of this term, if the Contract is otherwise terminated before project completion, or if particular work on a project is terminated for any reason, Contractor shall provide transition assistance for a reasonable, mutually agreed period of time after the expiration or termination of this Contract or particular work under this Contract. The purpose of this assistance is to allow for the expired or terminated portion of the services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such services to State or its designees. The parties agree that such transition assistance is governed by the terms and conditions of this Contract, except for those terms or conditions that do not reasonably apply to such transition assistance. State shall pay Contractor for any resources utilized in performing such transition assistance at the most current Contract rates. If State terminates a project or this Contract for cause, then State may offset the cost of paying Contractor for the additional resources Contractor utilized in providing transition assistance with any damages State may have sustained as a result of Contractor’s breach.

  • Payments for Distribution Assistance and Administrative Support Services (a) Payments to the Distributor. In consideration of the payments made by the Fund to the Distributor under this Plan, the Distributor shall provide administrative support services and distribution services to the Fund. Such services include distribution assistance and administrative support services rendered in connection with Shares (1) sold in purchase transactions, (2) issued in exchange for shares of another investment company for which the Distributor serves as distributor or sub-distributor, or (3) issued pursuant to a plan of reorganization to which the Fund is a party. If the Board believes that the Distributor may not be rendering appropriate distribution assistance or administrative support services in connection with the sale of Shares, then the Distributor, at the request of the Board, shall provide the Board with a written report or other information to verify that the Distributor is providing appropriate services in this regard. For such services, the Fund will make the following payments to the Distributor:

  • Termination Assistance Services Following the termination of this Agreement and/or any Ordering Document, the Parties may agree for Axway to provide transition services pursuant to a duly executed SOW, during which time this Agreement will continue in full force and effect solely to the extent necessary to allow such transition services to be performed. Axway agrees that the costs for any such services shall be comparable to the fees charged to other customers for similar types of services.

  • Relocation Assistance The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects.

  • Termination Assistance Upon nearing the end of the final term or termination of this Agreement, without respect to cause, the Party shall take all reasonable and prudent measures to facilitate any transition required by the State. All State property, tangible and intangible, shall be returned to the State upon demand at no additional cost to the State in a format acceptable to the State.

  • Peer Assistance and Review (PAR) Consulting Teachers (CT) will be assigned to all new teachers with no prior teaching experience and tenured teachers rated ineffective on the qualitative measures at the end of the previous school year and recommended by the PAR Panel. Evaluations for Probationary and Ineffective Teachers:

  • Assistance and Cooperation (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companies, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

  • Tuition Assistance Bargaining unit employees can enroll in university or college, vocational technical school or extension courses. The course may be by correspondence or attendance at classes during non-working hours or during working hours with approval of the Agency Head and/or his/her Designee. Where practicable, in relation to work requirements, the Employer shall be liberal with the approval of requests for accrued/unused vacation leave, flex-time scheduling, compensatory time, or leave without pay for the purpose of enabling employees to attend classes conducted during an employee's regularly scheduled work hours.

  • Post-Termination Assistance Upon the Executive’s termination of employment with the Company, the Executive agrees to fully cooperate in all matters relating to the winding up or pending work on behalf of the Company and the orderly transfer of work to other employees of the Company following any termination of the Executives’ employment. The Executive further agrees that Executive will provide, upon reasonable notice, such information and assistance to the Company as may reasonably be requested by the Company in connection with any audit, governmental investigation, litigation, or other dispute in which the Company is or may become a party and as to which the Executive has knowledge; provided, however, that (i) the Company agrees to reimburse the Executive for any related out-of-pocket expenses, including travel expenses, and (ii) any such assistance may not unreasonably interfere with Executive’s then current employment.

  • Litigation Assistance Except when it would constitute a direct conflict of interest for BA, BA will make itself available to assist CE in any administrative or judicial proceeding by testifying as witness as to an alleged violation of HIPAA, the HITECH Act, the Privacy or Security Rule, or other law relating to security or privacy.

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