Transition Items. The Assumed Liabilities shall become the responsibility of the Purchaser as of the Effective Time (which term is defined in Section 3.1 hereof) Seller and Purchaser hereby agree to the following terms in relation to this transition of responsibility:
(a) Seller will cooperate with Purchaser’s sales and service representatives to ensure a smooth transition of the Business to Seller. This cooperation shall include but not be limited to participating in joint conference calls with customers and Purchaser’s sales and/or services representatives as reasonably requested by Purchaser.
(b) Purchaser will not be responsible for any costs associated with discharging the duties inherent in the Assumed Liabilities until the Effective Time.
(c) All sales funnels, active quotations, and order backlogs are part of the Assets, and Seller will cooperate with Purchaser and customers to transition these assets to Purchaser.
Transition Items. Parties will work with each other to achieve a smooth transition with the goal of limiting any subscription losses and limiting negative impact on DC from changes due to transaction herein and simultaneous Marillion Sale.
Transition Items. The following are items which are currently foreseen as vital matters necessary to the seamless transition following the de-annexation of territory from the City to the Nation:
Transition Items. 2.5.1 Upon the terms and subject to the conditions set forth in this Agreement, on the Effective Date, Aquestive and its Affiliates hereby transfer, assign and deliver to Licensee all of Aquestive’s and its Affiliates’ right, title and interest in and to the (i) Regulatory Approvals, (ii) Regulatory Documentation, (iii) Product Inventory, (iv) the Contracts, if any, set forth on Schedule 2.5.1 (the “Assumed Contracts”), (v) Aquestive and its Affiliates’ complete list of distributors, direct customer lists, indirect customer lists, physician prescriber lists, physician call lists and historical detail frequency, all with respect to the Product, (vi) the Domain Names, and (vii) all existing hard copies and electronic copies of any Marketing Material, with each of the foregoing free and clear of any Liens (collectively the “Transition Items”); provided, however, that Aquestive may retain copies of the Regulatory Documentation or may retain originals of the Regulatory Documentation and provide Licensee with copies in their place..
2.5.1.1 Within five (5) Business Days of the Effective Date, Aquestive will deliver the dossier transfer letters attached hereto as Exhibit C and Exhibit D to the FDA to effectuate the formal transfer of the Regulatory Approvals (Product NDA and IND) to Licensee, and Licensee will deliver the dossier letters attached hereto as Exhibit E and Exhibit F to the FDA to accept the formal transfer of such Regulatory Approvals.
2.5.1.2 Within five (5) Business Days of the Effective Date, Aquestive will unlock the Domain Names, provide Licensee’s counsel with the authorization codes for the transfers, and approve the transfer requests for the Domain Names.
2.5.1.3 All tangible Transition Items that are not delivered to Licensee electronically will be delivered by Aquestive promptly after the Effective Date (and in any case within sixty (60) days after the Effective Date) to Licensee or its designee or, to the extent that any such Transition Items are located on the Effective Date at the premises of a Third Party, to the Licensee or its designee at such other location where the tangible Transition Items are located as of the Effective Date provided, that Transition Items in Portage on the Effective Date will be delivered as promptly as possible.
2.5.1.4 Shipments of Product Inventory will be made [***]. All Product Inventory purchased pursuant to this Section 2.5 shall be transferred free and clear of all Liens and have a shelf life of not les...
Transition Items. Parties will work with each other to achieve a smooth transition with the goal of limiting any subscription losses and limiting negative impact on DC from changes due to transaction herein and simultaneous Netbloo Media Sale. Agreement with Xxxxx Xxxxxxx to continue as a contractor to DC at a rate of $5,000 USD per month. Any changes to compensation rate to be discussed with CEO, CFO and Board.
Transition Items. GTAX and Pinnacle agree that they will cooperate with each other to the fullest reasonable extent following the Closing to accomplish the transition tasks set forth on Section 9.10 in an expeditious and business-like manner.
Transition Items. Executive shall facilitate any transition item including but not limited to providing contact information with current customers and suppliers of the Company, status of internal projects, and availability to answer questions on Company matters during his tenure. Executive shall return any equipment purchased for on his behalf. Executive’s email shall be forwarded to a designated Company employee and can be accessed for business purposes only. Any passwords obtained to software or internet sites provided by the Company shall be given to Company personnel and not accessed again by the Executive.
Transition Items. Middle Bay shall provide assistance and employ such consultants as necessary to assist FOC with filing required tax returns for 1999 (federal and state income and franchise tax returns) for the Xxxxx Programs, FOC, Xxxxx Employees Trust and Xxxxxxxxx X. Xxxxx and to assist FOC and its affiliates and Middle Bay in insuring that payments for Minerals comprising the Acquired Xxxxx Program Assets and the Royalty Interests are made to the proper owners following Closing.
Transition Items. Seller and Purchaser hereby agree to the following terms in relation to this transition of responsibility after the Closing Date:
(a) Seller will use commercially reasonable efforts, for a period of sixty (60) days following the Closing Date, to cooperate with Purchaser’s sales and service representatives to ensure a smooth transition of the Business to Purchaser. This cooperation shall include but not be limited to participating in joint conference calls with customers and Purchaser’s sales and/or services representatives as reasonably requested by Purchaser.
(b) Seller will use commercially reasonable efforts, for a period of sixty (60) days following the Closing Date, to cooperate with Purchaser and customers to transition all sales funnels, active quotations, and order backlogs that are part of the Assets.
Transition Items
