Transition of Business. (a) As soon as practicable after the execution of this Agreement, Company shall apply for and use its best efforts to obtain State Licenses to offer Consumer Money Wire Transfer Services and conduct the Business in its own name. No later than three months after the date hereof, Company shall inform the Designated Representative, in writing, of the material terms of Company's strategy and anticipated schedule for obtaining such licenses and shall keep IPS informed, in writing, on a timely and regular basis of any changes to such strategy and schedule.
(b) Company shall notify the Designated Representative in writing before filing any license application contemplated by Section 3.5(a). IPS may elect to participate in any such application process if it deems such participation appropriate to protect licenses IPS will continue to maintain in connection with its businesses.
(c) Company shall begin converting MoneyGram Agents from sellers of the IPS Funds Transfer Services to become sellers of Consumer Money Wire Transfer Services offered in Company's name as soon as possible after obtaining the appropriate State Licenses to allow for such conversion.
(d) Company shall keep the Designated Representative informed on a regular and timely basis (with such frequency and in such format as IPS reasonably requests) of all of its plans and activities relating to the transition process contemplated hereunder, including as to the schedule and status of State License applications and the conversion of MoneyGram Agents and the Portfolio.
(e) Subject to its other rights under this Agreement, IPS shall cooperate in good faith with Company in support of Company's transition plan and take such actions as are reasonable and necessary to support such transition, including assignment of Agent Contracts.
Transition of Business. Each of Moadel and PC agrees to cooperate fully with Prime and Newco in transitioning the Assets Related Business existing prior to the Closing, including the relationships maintained by Moadel and PC with respect to the Assets Related Business, to Newco after the Closing; and, each of Moadel and PC agrees not to take any action or make any disclosure, including disclosures related to the transactions contemplated by this Agreement, which might alter or impair any relationship with any customer, or other service recipient, person or entity which did business with PC prior to the Closing. Each of Moadel and PC agrees to promptly remit to Newco any payments required to have been made under the Office and Equipment Use Agreement. Newco agrees that it shall, as of the Effective Time, employ each of the individuals listed on Schedule 3.15 attached hereto.
Transition of Business. After the Closing Date, Seller and Guarantor shall, for a period of sixty (60) days, cooperate with Buyer to provide support services to the Business to the extent necessary to affect an orderly transition of the Business to Buyer, at no cost to Buyer. This obligation includes in-person meetings for a period of seven (7) days following the Closing Date, and Seller’s and Guarantor’s availability by telephone or video conference for consultation for the remainder of this sixty (60) day period, at such times as are mutually agreeable to the Parties.
Transition of Business. Sellers shall assist Buyer in accomplishing an orderly transition of the Business with respect to the Purchased Assets from Sellers to Buyer or one or more designee of Buyer, including holding discussions with respect to personnel policies and procedures, and other operational matters relating to the Business with respect to the Purchased Assets.
Transition of Business. Upon request of the Purchaser, Seller 1 agrees to support, to the extent permissible by law, any potential hiring of Seller 1’s personnel by the Company that is presently dedicated exclusively to the Company’s business.
Transition of Business. From and after closing, for a period of up to one (1) month, Seller shall cooperate with Buyer in the transition of Seller’s Business to Buyer and shall undertake all actions in connection therewith reasonably requested by Buyer.
Transition of Business. 30.1 Licensor contemplates that after the expiration of the Agreement, the WRANGLER® mass channel belt business may be conducted by the Wrangler Division without utilizing a third-party licensee. In order to facilitate the transition from Licensee to Licensor, Licensee agrees to provide Licensor’s Representative with the following with respect to Licensed Products for the period from the Closing Date through the expiration of the Agreement in a format mutually agreed upon between Licensor and Licensee:
(a) complete design specifications for each style of Licensed Product designed, manufactured, advertised, or sold under the Agreement, including all trim, leather, and/or component details;
(b) product development calendar for each season;
(c) five (5) samples of each style of Licensed Product to be manufactured under the Agreement. Submission of five (5) samples under Section 9.1 and Article 22 hereof shall satisfy the requirement of this Subsection 30.1(c);
(d) On October 1, 2009 and every time thereafter through the expiration of this Agreement that a new style is added to a particular Third Party Manufacturer’s production schedule or is moved from one Third Party Manufacturer to another or moved from one of a Third Party Manufacturer’s factories to another, Licensee shall provide Licensor with a list of the Licensed Products, broken down by style, color, and size, manufactured at each Third Party Manufacturer’s factory, as well as the complete name, mailing address, and exact physical location of each such Third Party Manufacturer factory;
(e) Licensee’s wholesale price list for each style, size, and color of Licensed Product as sold to each Approved Retailer;
(f) monthly inventory of finished Licensed Products that Licensee has on hand by style, color, and size;
(g) monthly inventory of Licensed Products in the process of manufacture by style, color, and size;
(h) to the extent available, the following point-of-sale information on a monthly basis, broken down by Approved Retailer:
(i) total number of units of Licensed Products sold, broken down by style, color, and size;
(ii) total dollar amount of Licensed Products sold, broken down by style, color, and size;
(iii) total number of Licensed Products received by each Approved Retailer that month, broken down by style, color, and size;
(iv) total wholesale cost of Licensed Products received by each Approved Retailer that month multiplied by the number of units received, broken down by style, color, and si...
Transition of Business. At Buyer’s expense, Seller shall, for a period of up to 90 days, cooperate with Buyer in the orderly transition of the Seller’s Business to Buyer and shall undertake all actions in connection therewith reasonably requested by Buyer. Without limiting the foregoing, immediately after Closing, (a) Buyer and Seller shall notify all of Seller’s customers of the Closing of the transactions contemplated hereby, (b) Seller shall forward all written communications received from customers to Seller, (c) Seller will provide Buyer with copies of all of customer records, including billing information, and laboratory records and data, (d) Seller will transfer possession of all private cord blood and tissue units stored by Seller, (e) Seller transfer to Buyer all of its paper Books and Records as described in Section 2.02, in electronic format and provide access to Seller’s computers or servers and (e) Seller shall allow Buyer to access its premises (located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx XX 32810) on a month-to-month basis for up to 90 days so that Buyer can operate and transition the Business. Furthermore, during the period of time that Buyer elects to so access the foregoing premises, which may be up to 90 days but could be less, in its discretion (Buyer will notify Seller of the period of time Buyer desires access to such Leased Property on or before the close of business on May 28, 2018), Buyer shall pay, and be responsible for, all rent, at a total rent price of $18,323 per month, pro rated for any partial months, plus all related property and sales taxes, utility costs and other facility expenses for the period during which Buyer is accessing the Leased Real Property and shall directly pay such rent to any applicable landlord under any such Lease or reimburse Seller, at Seller’s written direction, and with respect to all related property and sales taxes, utility costs and other facility expenses for Leased Real Property, as reasonably directed in writing by Seller. Buyer shall promptly reimburse Seller for any compensation paid or payable to any employee of Seller after the Closing Date and during the 90-day transition period set forth in this Section 6.18 that assist in such transition; provided that, on or before the close of business on May 28, 2018, Seller shall provide Buyer with a list of proposed employees reasonably necessary to provide assistance during the transition period at Buyer’s expense, which list of employees shall be subject to B...
Transition of Business. The Rosebery site agreement shall remain in force for the duration of the agreed term, and shall apply in the event of a takeover or change in business name. The following rules will apply to RDO’s: The timing of the accrued days will be via the published listing. Accrued days will be planned, three month sin advance. The ability in swapping with another person or changing the day is at the total discretion of the relevant manager/supervisor. Time must be accrued on a daily basis in the following format. Monday to Thursday, 30 minutes each day. There will be NO accrual on Fridays. The time should be accrued by the date of your roster day. If you do not have the time accrued by your accrued day; you will be short paid to the amount of whatever time you have in your "RDO bank". If there is a dramatic shortfall in the time accrued (over four hours short), you may approach your manager/supervisor and forfeit that day and continue accruing to the next allocated accrued day. The maximum time to be accrued is three days. If this occurs the allocation of days to be taken will be at the discretion of your manager/supervisor. This may be in a block or over a period of weeks/months. If more than three RDO’s are accrued without the approval of the manager/supervisor then this will be in breach of the rules and you will be removed from the RDO system. The accrual of the accrued time will be at the end of the shift. If you fail to accrue on more than there occasions (other than for Award conditions e.g.: sick, workers comp, jury duty) during the life of this agreement, you will be removed from the system. All new starters to the RDO system must commence on a Monday and those leaving must finish their accrual on a Thursday. On either shift, if there is a lack of volume and you are signed off early, those people on RDO’s may be held an extra 30 minutes longer than those not on the system (this will exclude Friday as there is no accrual). If an individual wishes not to accrue in this situation this may occur with the approval of the manager/supervisor. Entry requirements: Acceptance of a permanent job offer from CEAL management Classification description: At this level an employee performs to the level of their training and: Works to defined procedures and direct supervision; Understands and undertakes basic quality associated with their work; Understands the CEAL commitment to customer care; Understands and follows the health and safety requirements of the site; Understan...
Transition of Business. From and after the Execution Date, Sellers shall use commercially reasonable efforts to assist Buyer in accomplishing a smooth transition of the Business from Sellers to Buyer, including, holding discussions with respect to personnel policies and procedures, and other operational matters relating to the Business; provided, that Buyer shall reimburse Sellers for their out of pocket expenses in connection therewith for periods following the Closing.
