Common use of Transition Matters Clause in Contracts

Transition Matters. (a) Upon the execution and delivery of this Agreement, Telemate and Parent shall establish a committee (the "STEERING COMMITTEE") for the purpose of, to the extent permitted by applicable laws, facilitating the full exchange of information concerning the business, operations, capital spending, budgets, and financial results of Parent and Telemate between such date and the Closing Date (the "INTERIM PERIOD") and otherwise facilitating the efficient transition and combination of the respective businesses of Parent and Telemate as promptly as practicable following the Closing. The Steering Committee at all times shall consist of two individuals to be designated from time to time by the Chairman of the Board of Directors of Parent and two individuals to be designated from time to time by the Chairman of the Board of Directors of Telemate and will be chaired by Parent. All material decisions of the Steering Committee, which shall be dissolved as of the Closing, shall be mutually agreed upon by Parent and Telemate and shall be deemed to be in compliance with Telemate's obligations and covenants set forth in Section 5.2 hereof. (b) Telemate shall indemnify and hold harmless Parent and those employees of Parent who render services to Telemate during the Interim Period under this Agreement (including those employees who serve on the Steering Committee) from and against any claims or liabilities asserted against them relating to their services to Telemate hereunder (and Telemate hereby forever releases Parent and such persons from any claims by or liabilities to Telemate arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Telemate. (c) Parent shall indemnify and hold harmless Telemate and those employees of Telemate who render services to Parent during the Interim Period under this Agreement (including those employees who serve on the Steering Committee) from and against any claims or liabilities asserted against them relating to their services to Parent hereunder (and Parent hereby forever releases Telemate and such persons from any claims by or liabilities to Parent arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Parent. (d) During the Interim Period, Parent shall cause all of its employees made available to Telemate pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Telemate vis-a-vis Parent, (ii) not use to the advantage of Parent any confidential information of Telemate obtained while performing services for or on behalf of Telemate, (iii) not solicit any employees of Telemate to terminate their relationship with Telemate, and (iv) if requested by Telemate to do so, cause each such employee of Parent to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing. (e) During the Interim Period, Telemate shall cause all of its employees made available to Parent pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Parent vis-a-vis Telemate, (ii) not use to the advantage of Telemate any confidential information of Parent obtained while performing services for or on behalf of Parent, (iii) not solicit any employees of Parent to terminate their relationship with Parent, and (iv) if requested by Parent to do so, cause each such employee of Telemate to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing.

Transition Matters. (a) Upon the execution and delivery of this the Original Agreement, Telemate Cereus and Parent shall establish established a committee (the "STEERING COMMITTEESteering Committee") for the purpose of, to the extent permitted by applicable laws, facilitating the full exchange of information concerning the business, operations, capital spending, budgets, and financial results of Parent and Telemate Cereus between such date and the Closing Date (the "INTERIM PERIODInterim Period") and otherwise facilitating the efficient transition and combination of the respective businesses of Parent and Telemate Cereus as promptly as practicable following the Closing. The Steering Committee presently and at all times shall consist of two individuals to be designated from time to time by the Chairman of the Board of Directors of Parent and two individuals to be designated from time to time by the Chairman of the Board of Directors of Telemate Cereus and will be chaired by Cereus; provided, however, that on or before September 1, 2000, the Board of Directors of Parent shall take all actions necessary to cause Stevxx X. Xxxx xx be elected Chief Executive Officer of Parent, Jamex X. Xxxxxxx xx be elected President and Chief Operating Offer of Parent and Julixx X. Xxxxxxx xx be elected Chief Financial Officer and Executive Vice President of Parent, and upon the effectiveness of such elections the Steering Committee shall be dissolved for so long as they serve in such capacities. All material decisions of the Steering Committee, which shall be dissolved as of the Closing, shall be mutually agreed upon by Parent and Telemate and shall be deemed to be in compliance with Telemate's obligations and covenants set forth in Section 5.2 hereofCereus. (b) Telemate If this Agreement shall indemnify and hold harmless be terminated pursuant to Section 8.1 and, at the time of such termination, Cereus shall be entitled to receive a termination fee under Section 8.5, then Parent and those employees of shall reimburse Cereus for the costs incurred by Cereus in connection with making its personnel available to Parent who render services to Telemate during the Interim Period in fulfillment of the purposes of this Section 5.1 in an amount equal to $12,500 per week or any part thereof. Reimbursement by Parent to Cereus under this Agreement (including those employees who serve on Section 5.1(b) shall be made simultaneous with the Steering Committee) from and against payment of any claims or liabilities asserted against them relating to their services to Telemate hereunder (and Telemate hereby forever releases Parent and such persons from any claims by or liabilities to Telemate arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Telematetermination fee. (c) Parent shall indemnify and hold harmless Telemate Cereus and those employees of Telemate Cereus who render services to Parent during the Interim Period under this Agreement (including those employees who serve on the Steering CommitteeCommittee or who are elected to be officers of Parent) from and against any claims or liabilities asserted against them relating to their services to Parent hereunder (and Parent hereby forever releases Telemate Cereus and such persons from any claims by or liabilities to Parent arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Parent. (d) During the Interim Period, Parent shall cause all of its employees made available to Telemate pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Telemate vis-a-vis Parent, (ii) not use to the advantage of Parent any confidential information of Telemate obtained while performing services for or on behalf of Telemate, (iii) not solicit any employees of Telemate to terminate their relationship with Telemate, and (iv) if requested by Telemate to do so, cause each such employee of Parent to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing. (e) During the Interim Period, Telemate Cereus shall cause all of its employees made available to Parent pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Parent vis-a-vis TelemateCereus, (ii) not use to the advantage of Telemate Cereus any confidential information of Parent obtained while performing services for or on behalf of Parent, (iii) not solicit any employees of Parent to terminate their relationship with Parent, and (iv) if requested by Parent to do so, cause each such employee of Telemate Cereus to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing.

Transition Matters. (a) Upon the execution and delivery of this Agreement, Telemate Cereus and Parent shall establish a committee (the "STEERING COMMITTEE") for the purpose of, to the extent permitted by applicable laws, facilitating the full exchange of information concerning the business, operations, capital spending, budgets, and financial results of Parent and Telemate Cereus between such the date hereof and the Closing Date (the "INTERIM PERIOD") and otherwise facilitating the efficient transition and combination of the respective businesses of Parent and Telemate Cereus as promptly as practicable following the Closing. The Steering Committee at all times shall will consist of two individuals to be designated from time to time by the Chairman of the Board of Directors of Parent and two individuals to be designated from time to time by the Chairman of the Board of Directors of Telemate Cereus and will be chaired by ParentCereus. All material decisions of the Steering Committee, which shall be dissolved as of the Closing, shall be mutually agreed upon by Parent and Telemate and shall be deemed to be in compliance with Telemate's obligations and covenants set forth in Section 5.2 hereofCereus. (b) Telemate If this Agreement shall indemnify and hold harmless be terminated pursuant to Section 8.1 and, at the time of such termination, Cereus shall be entitled to receive a termination fee under Section 8.5, then Parent and those employees of shall reimburse Cereus for the costs incurred by Cereus in connection with making its personnel available to Parent who render services to Telemate during the Interim Period in fulfillment of the purposes of this Section 5.1 in an amount equal to $12,500 per week or any part thereof. Reimbursement by Parent to Cereus under this Agreement (including those employees who serve on Section 5.1(b) shall be made simultaneous with the Steering Committee) from and against payment of any claims or liabilities asserted against them relating to their services to Telemate hereunder (and Telemate hereby forever releases Parent and such persons from any claims by or liabilities to Telemate arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Telematetermination fee. (c) Parent shall indemnify and hold harmless Telemate Cereus and those employees of Telemate Cereus who render services to Parent during the Interim Period under this Agreement (including those employees who serve on the Steering Committee) from and against any claims or liabilities asserted against them relating to their services to Parent hereunder (and Parent hereby forever releases Telemate Cereus and such persons from any claims by or liabilities to Parent arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Parent. (d) During the Interim Period, Parent shall cause all of its employees made available to Telemate pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Telemate vis-a-vis Parent, (ii) not use to the advantage of Parent any confidential information of Telemate obtained while performing services for or on behalf of Telemate, (iii) not solicit any employees of Telemate to terminate their relationship with Telemate, and (iv) if requested by Telemate to do so, cause each such employee of Parent to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing. (e) During the Interim Period, Telemate Cereus shall cause all of its employees made available to Parent pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Parent vis-a-vis TelemateCereus, (ii) not use to the advantage of Telemate Cereus any confidential information of Parent obtained while performing services for or on behalf of Parent, (iii) not solicit any employees of Parent to terminate their relationship with Parent, and (iv) if requested by Parent to do so, cause each such employee of Telemate Cereus to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing.

Transition Matters. (a) Upon the execution and delivery of this Agreement, Telemate Cereus and Parent shall establish a committee (the "STEERING COMMITTEE") for the purpose of, to the extent permitted by applicable laws, facilitating the full exchange of information concerning the business, operations, capital spending, budgets, and financial results of Parent and Telemate Cereus between such the date hereof and the Closing Date (the "INTERIM PERIOD") and otherwise facilitating the efficient transition and combination of the respective businesses of Parent and Telemate Cereus as promptly as practicable following the Closing. The Steering Committee at all times shall will consist of two individuals to be designated from time to time by the Chairman of the Board of Directors of Parent and two individuals to be designated from time to time by the Chairman of the Board of Directors of Telemate Cereus and will be chaired by ParentCereus. All material decisions of the Steering Committee, which shall be dissolved as of the Closing, shall be mutually agreed upon by Parent and Telemate and shall be deemed to be in compliance with Telemate's obligations and covenants set forth in Section 5.2 hereofCereus. (b) Telemate If this Agreement shall indemnify and hold harmless be terminated pursuant to Section 8.1 and, at the time of such termination, Cereus shall be entitled to receive a termination fee under Section 8.5, then Parent and those employees of shall reimburse Cereus for the costs incurred by Cereus in connection with making its personnel available to Parent who render services to Telemate during the Interim Period in fulfillment of the purposes of this Section 5.1 in an amount equal to $12,500 per week or any part thereof. Reimbursement by Parent to Cereus under this Agreement (including those employees who serve on Section 5.1(b) shall be made simultaneous with the Steering Committee) from and against payment of any claims or liabilities asserted against them relating to their services to Telemate hereunder (and Telemate hereby forever releases Parent and such persons from any claims by or liabilities to Telemate arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Telematetermination fee. (c) Parent shall indemnify and hold harmless Telemate Cereus and those employees of Telemate Cereus who render services to Parent during the Interim Period under this Agreement (including those employees who serve on the Steering Committee) from and against any claims or liabilities asserted against them relating to their services to Parent hereunder (and Parent hereby forever releases Telemate Cereus and such persons from any claims by or liabilities to Parent arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Parent. (d) During the Interim Period, Parent shall cause all of its employees made available to Telemate pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Telemate vis-a-vis Parent, (ii) not use to the advantage of Parent any confidential information of Telemate obtained while performing services for or on behalf of Telemate, (iii) not solicit any employees of Telemate to terminate their relationship with Telemate, and (iv) if requested by Telemate to do so, cause each such employee of Parent to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing. (e) During the Interim Period, Telemate shall cause all of its employees made available to Parent pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Parent vis-a-vis Telemate, (ii) not use to the advantage of Telemate any confidential information of Parent obtained while performing services for or on behalf of Parent, (iii) not solicit any employees of Parent to terminate their relationship with Parent, and (iv) if requested by Parent to do so, cause each such employee of Telemate to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing.in