Common use of Transition Matters Clause in Contracts

Transition Matters. (a) During the period between the date of this Agreement and the earlier of the Closing and such time as this Agreement has been terminated pursuant to Article IX, in furtherance of the transactions contemplated hereby, the parties shall, and shall cause their Affiliates to, cooperate in good faith and use their commercially reasonable efforts to develop and begin implementing a mutually acceptable transition plan for the migration and integration of the B&I GPO Business out of the business of the Premier Parties and into the business of the Buyer as set forth in this Section 4.12 and pursuant to the Transition Services Agreement that will be effective as of Closing, in each case, subject to compliance with applicable Legal Requirements (the “Transition Plan”). The Transition Plan shall address the matters mutually agreed to by the parties. Such cooperation shall include each party using commercially reasonable efforts to take the following actions: (i) promptly after the date of this Agreement, appointing a transition manager whose primary responsibility would be to plan and execute such transition and manage such party’s transition team; (ii) promptly after the date of this Agreement, reviewing the technology, business operations and administration capabilities to be so transitioned or migrated, taking into account any issues of separation arising from the Transition Plan; (iii) establishing transition teams; (iv) setting regular meetings of such transition teams during the period between the date of this Agreement and the Closing; and (v) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning; provided that all such activities shall be in compliance with applicable Legal Requirements. (b) During the period between the date of this Agreement and the Closing, upon the written request of any party, each party shall (i) through their respective transition teams, cooperate in good faith with the other party and use commercially reasonable efforts to review the schedules to the Transition Services Agreement and (ii) negotiate in good faith any amendment, update or supplement to the schedules to the Transition Services Agreement that is reasonably proposed in writing by the other party. Notwithstanding the foregoing, no party shall be obligated to agree to, and no party’s obligation to effect the Closing shall be subject to, any such amendment, supplement or update being agreed to or entered into prior to or at the Closing.

Transition Matters. (a) During the period between the date of this Agreement and the earlier of the Closing and such time as this Agreement has been terminated pursuant to Article IXInitial Closing, in furtherance of the transactions contemplated herebyby this Agreement, the parties shall, and shall cause their Affiliates affiliates to, cooperate in good faith and use their commercially reasonable efforts to develop and begin implementing a mutually acceptable transition plan for the migration and integration of the B&I GPO Business out of the business of the Premier Parties Sellers and into the business of the Buyer Purchaser as set forth in this Section 4.12 5.14 and pursuant to the Transition Services Agreement that will be effective as of ClosingAgreement, in each case, subject to compliance with applicable Legal Requirements Laws (the “Transition Plan”). The Transition Plan shall address the matters mutually agreed to by the parties. Such cooperation shall include each party using commercially reasonable efforts to take the following actions: (i) promptly after the date of this Agreement, appointing a transition manager whose primary responsibility would be to plan and execute such transition and manage such party’s transition team; (ii) promptly after the date of this Agreement, reviewing the technology, business operations and administration capabilities to be so transitioned or migrated, taking into account any issues of separation arising from the Transition Plan; (iii) establishing transition teams; (iv) setting regular meetings of such transition teams during the period between the date of this Agreement and the Initial Closing; and (v) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning; , provided that all such activities shall be in compliance with applicable Legal RequirementsLaw. (b) During the period between the date of this Agreement and the Initial Closing, upon the written request of any party, each party shall (i) through their respective transition teams, cooperate in good faith with the other party and use commercially reasonable efforts to review the schedules to the Transition Services Agreement and (ii) negotiate in good faith any amendment, update or supplement to the schedules to the Transition Services Agreement that is reasonably proposed in writing by the other party. Notwithstanding If the foregoingparties agree in writing on the specific terms and conditions of any such amendment, no party shall be obligated to agree toupdate or supplement, and no party’s obligation to effect the Closing shall be subject to, any then such amendment, supplement or update being agreed shall be deemed to or entered into prior be an amendment of the Transition Services Agreement pursuant to or at Section 2.3 of the Transition Services Agreement. Without limiting the foregoing, if either party requests the provision of any additional services under the Transition Services Agreement and such additional service requested by either party was provided by XxxxXxxx to the Business during the Baseline Period and is reasonably necessary for Purchaser to operate the Business substantially as conducted by LivaNova during the Baseline Period, the parties will amend the applicable schedule to the Transaction Services Agreement to include such additional service in the manner provided for in Section 2.3 of the Transition Services Agreement. “Baseline Period” means the period of twelve (12) months immediately preceding the Initial Closing.

Transition Matters. (a) During the period between the date of this Agreement and the earlier of the Closing and such time as this Agreement has been terminated pursuant to Article IXInitial Closing, in furtherance of the transactions contemplated herebyby this Agreement, the parties shall, and shall cause their Affiliates affiliates to, cooperate in good faith and use their commercially reasonable efforts to develop and begin implementing a mutually acceptable transition plan for the migration and integration of the B&I GPO Business out of the business of the Premier Parties Sellers and into the business of the Buyer Purchaser as set forth in this Section 4.12 5.14 and pursuant to the Transition Services Agreement that will be effective as of ClosingAgreement, in each case, subject to compliance with applicable Legal Requirements Laws (the “Transition Plan”). The Transition Plan shall address the matters mutually agreed to by the parties. Such cooperation shall include each party using commercially reasonable efforts to take the following actions: (i) promptly after the date of this Agreement, appointing a transition manager whose primary responsibility would be to plan and execute such transition and manage such party’s transition team; (ii) promptly after the date of this Agreement, reviewing the technology, business operations and administration capabilities to be so transitioned or migrated, taking into account any issues of separation arising from the Transition Plan; (iii) establishing transition teams; (iv) setting regular meetings of such transition teams during the period between the date of this Agreement and the Initial Closing; and (v) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning; , provided that all such activities shall be in compliance with applicable Legal RequirementsLaw. (b) During the period between the date of this Agreement and the Initial Closing, upon the written request of any party, each party shall (i) through their respective transition teams, cooperate in good faith with the other party and use commercially reasonable efforts to review the schedules to the Transition Services Agreement and (ii) negotiate in good faith any amendment, update or supplement to the schedules to the Transition Services Agreement that is reasonably proposed in writing by the other party. Notwithstanding If the foregoingparties agree in writing on the specific terms and conditions of any such amendment, no party shall be obligated to agree toupdate or supplement, and no party’s obligation to effect the Closing shall be subject to, any then such amendment, supplement or update being agreed shall be deemed to or entered into prior be an amendment of the Transition Services Agreement pursuant to or at Section 2.3 of the Transition Services Agreement. Without limiting the foregoing, if either party requests the provision of any additional services under the Transition Services Agreement and such additional service requested by either party was provided by LivaNova to the Business during the Baseline Period and is reasonably necessary for Purchaser to operate the Business substantially as conducted by LivaNova during the Baseline Period, the parties will amend the applicable schedule to the Transaction Services Agreement to include such additional service in the manner provided for in Section 2.3 of the Transition Services Agreement. “Baseline Period” means the period of twelve (12) months immediately preceding the Initial Closing.

Transition Matters. (a) During the period between the date of this Agreement and the earlier of the Closing and such time as this Agreement has been terminated pursuant to Article IXClosing, in furtherance of the transactions contemplated herebyTransactions, the parties Parties shall, and shall cause their Affiliates to, reasonably cooperate in good faith and use their commercially reasonable efforts to develop and begin implementing a mutually acceptable transition plan for the migration and integration of the B&I GPO Business out of the business of the Premier Parties and Acquired Entities into the business of Buyer after giving effect to the Buyer consummation of the Transactions, in each case, as set forth in this Section 4.12 5.12 and pursuant to the Transition Services Agreement that will be effective as of Closingand the Processing Services Agreement, in each case, subject to compliance with applicable Legal Requirements Law (the “Transition Plan”). The Transition Plan shall address the matters mutually agreed to by the partiesParties. Such cooperation shall include each party Party using commercially reasonable efforts to take the following actions: (i) promptly after the date of this Agreement, appointing a transition manager whose primary responsibility would be to plan and execute such transition and manage such partyParty’s transition team; (ii) promptly after the date of this Agreement, reviewing the technology, business operations and administration capabilities to be so transitioned or migrated, taking into account any issues of separation arising from the Transition Plan; (iii) establishing transition teams; (iv) setting regular meetings of such transition teams during the period between the date of this Agreement and the Closing; and (v) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning; provided that all such activities shall be in compliance with applicable Legal RequirementsLaw. (b) During the period between the date of this Agreement and the Closing, upon the reasonable written request of any partyParty, each party Party shall (i) through their respective transition teams, reasonably cooperate in good faith with the other party Party and use commercially reasonable efforts to review the schedules to the Transition Services Agreement and (ii) negotiate in good faith any amendment, update or supplement to the schedules to the Transition Services Agreement that is reasonably proposed in writing by the other partyParty. Notwithstanding the foregoing, no party shall be obligated to agree to, and no partyParty’s obligation to effect the Closing shall be subject to, to any such amendment, supplement or update being agreed to or entered into prior to or at the Closing.

Transition Matters. (a) During the period between the date of this Agreement and the earlier of the Closing and such time as this Agreement has been terminated pursuant to Article IXClosing, in furtherance of the transactions contemplated herebyby this Agreement, the parties Parties shall, and shall cause their Affiliates to, cooperate in good faith and use their commercially reasonable efforts to develop and and, subject to the prior written consent of Health Care Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), begin implementing a mutually acceptable transition plan for the migration and integration of the B&I GPO Business out of the business of the Premier Parties Seller and into the business of the Buyer Purchaser Group as set forth in this Section 4.12 5.16 and pursuant to the Transition Services Agreement that will be effective as of ClosingAgreement, in each case, subject to compliance with applicable Legal Requirements Law (the “Transition Plan”). The Transition Plan shall address the matters mutually agreed to by the partiesParties. Such cooperation shall include each party Party using commercially reasonable efforts to take the following actions: (i) promptly after the date of this Agreement, appointing a transition manager whose primary responsibility would be to plan and execute such transition and manage such partyParty’s transition team; (ii) promptly after the date of this Agreement, reviewing the technology, business operations and administration capabilities to be so transitioned or migrated, taking into account any issues of separation arising from the Transition Plan; (iii) establishing transition teams; (iv) setting regular meetings of such transition teams during the period between the date of this Agreement and the Closing; and (v) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning; provided that all such activities shall be in compliance with applicable Legal RequirementsLaw. The Health Care Buyer shall be permitted to appoint a transition manager who shall be permitted to attend any meeting of the Parties’ transitions teams and otherwise participate in any of the actions set forth in this Section 5.17 to the extent related to the Transition Plan. (b) During the period between the date of this Agreement and the Closing, upon the written request of any partyParty, each party Party shall (i) through their respective transition teams, cooperate in good faith with the other party Party and use commercially reasonable efforts to review the schedules to the Transition Services Agreement and (ii) negotiate in good faith any amendment, update or supplement to the schedules to the Transition Services Agreement that is reasonably proposed in writing by the other partyParty. If the Parties agree in writing on the specific terms and conditions of any such amendment, update or supplement, then the Parties shall enter into any such amendment, update or supplement pursuant to Section 8.1 of the Transition Services Agreement. Notwithstanding the foregoing, no party shall be obligated to agree to, and no partyParty’s obligation to effect the Closing shall be subject to, to any such amendment, supplement or update being agreed to or entered into prior to or at the Closing.