Transition of Operations. (a) Upon the expiration or earlier termination of the Term as to any Leased Property, or any dispossession of Tenant as to any Leased Property, Tenant shall, to the maximum extent permitted by applicable law, transfer to Lessor or Lessor’s designee and/or cooperate in all reasonable respects with Lessor or Lessor’s designee to enable Lessor or Lessor’s designee to apply for and obtain all licenses, operating permits, provider agreements, provider status, certificates of need, certificates of exemption, approvals, waivers, variances and other governmental, quasi-governmental and private authorizations necessary for the operation of the Leased Property as to which the Term is expired or terminated or as to which Tenant has been dispossessed and the Facilities located thereon, or any of them, for their respective Primary Intended Uses (collectively “Authorizations”); provided that the costs and expenses of any such transfer or obtaining of Authorizations shall be paid by Lessor or Lessor’s designee unless such termination or dispossession results from an Event of Default, in which event the costs and expenses of any such transfer or obtaining of Authorizations shall be paid by Tenant. It is the express intention of the parties that at the expiration or earlier termination of the Term as to any Leased Property, and upon any dispossession of Tenant in connection with any Event of Default as to any Leased Property, any and all Authorizations needed to operate each Leased Property as to which the Term is expired or terminated, or as to which Tenant has been dispossessed, for its Primary Intended Use shall, to the maximum extent permitted by applicable law, remain with such Leased Property and shall be transferred into the name of Lessor or Lessor’s designee, regardless of whether such Authorization is in the name of Tenant at any time during the Term. Without limiting the generality of the foregoing, Tenant shall furnish to Lessor or its designee complete and accurate documents and information in Tenant’s possession, custody or control necessary or reasonably requested by Lessor or its designee in connection with any such transfer or the completion and processing of any applications for Authorizations.
(b) In anticipation of the expiration of this Lease as to any Leased Property, upon the earlier termination of this Lease as to any Leased Property, and/or upon any dispossession of Tenant in connection with any Event of Default as to any Leased Property, Tenant sh...
Transition of Operations. The parties agree that Vendor shall continue to conduct railroad operations for Purchaser's account through and including January 7, 1999. In order to simplify the compensation payable to Vendor, Purchaser shall permit Vendor to retain all revenues as an offset to the costs of operation, risk of loss, and responsibilities and liabilities as the operator through and including January 7, 1999. The parties agree that the possession and operational control shall transfer to the Purchaser effective as of 12:01 a.m. (Pacific time) on January 8, 1999.
Transition of Operations. In connection with the expiration or any termination of this Agreement, the Parties agree to comply with the following procedures, which each Party acknowledges constitute material covenants, undertakings and conditions of this Agreement:
(a) With respect to guests or patrons having or seeking to make future reservations or use of Hotel rooms or facilities for a date after the date of expiration or expected date of termination, Hyatt and its Affiliates may inform such guests or patrons that the Hotel will not be a Brand Hotel during all or part of their expected stay or on their expected event date, and if requested, provide information and accept reservations in respect of other Hyatt-Affiliated Hotels.
(b) Owner shall, and/or shall cause any successor entity engaged in the operation of the Hotel to, honor all bookings for future reservations or use of Hotel rooms or facilities that have been accepted or entered into prior to the expiration or termination of this Agreement.
(c) Owner shall (with such assistance from Hyatt as Owner reasonably requests, as an Owner’s Charge) initiate, undertake, and discharge all procedures, and satisfy all obligations, required under Applicable Law, relating to Hotel employees.
(d) Owner shall be responsible for, and if applicable shall reimburse Hyatt for, any Claims relating to the termination, or the terms and conditions of employment, of the Hotel employees.
(e) All transferable licenses or permits relating to the Hotel that may have been obtained in the name of Hyatt or any of its Affiliates, if any, shall be transferred and assigned, as an Owner’s Charge, to Owner or a successor entity designated by Owner.
(f) If Hyatt or any of its Affiliates maintain any insurance coverage for the Hotel under an arrangement insuring one or more Hyatt-Affiliated Hotels, such coverage will be terminated as of the effective date of the expiration or termination.
(g) Accounts payable of the Hotel remaining unpaid as of the effective date of expiration or termination shall be paid by Owner as and when due.
(h) Hyatt shall reasonably cooperate with Owner, as an Owner’s Charge, in the collection of any receivables outstanding as of the date of expiration or termination of this Agreement and will remit to Owner any amounts collected directly by Hyatt after the effective date of termination that relate to such receivables.
(i) Owner shall pay all accrued amounts owing to Hyatt and its Affiliates under the Hyatt Agreements through the date o...
Transition of Operations. 5 Section 4.2
Transition of Operations. To facilitate an orderly transition to Key of the management of WellTech's business, properties and operations, WellTech shall:
(a) cooperate fully and instruct all officers and employees to cooperate fully with Key and Key's designees in implementing Key's management and oversight of WellTech's business, properties and operations;
(b) provide Key and Key's agents and designees with all information concerning revenues, expenses and contractual obligations necessary for Key effectively to manage WellTech's business, properties and operations or otherwise requested by Key; and
(c) obtain all consents necessary to implement the terms and provisions of this Agreement.
Transition of Operations. 60 Section 40.4 Right to Enter ............................................62 Section 40.5 Integration ...............................................62 Section 40.6 Severability ..............................................62 Section 40.7 Subject to Law ............................................62 Section 40.8 Waivers ...................................................62 Section 40.9 Binding Character .........................................62 Section 40.10 Modification ..............................................63 Section 40.11 Forbearance ...............................................63 Section 40.12
Transition of Operations. (a) Within twenty-four (24) hours of the occurrence of an Operations Transfer Event and delivery by Lessor to Tenant of a written notice that an Operations Transfer Event has occurred, Tenant shall execute the operations transfer agreement as of such date, in the form attached hereto as Exhibit G, which agreement shall govern the transition of operations from Tenant to Lessor or a third party operator selected by Lessor, as the case may be.
Transition of Operations. 72 40.7 Successors and Assigns.......................................... 74 40.8 Termination Date................................................ 74 40.9 Governing Law................................................... 75 40.10 Waiver of Trial by Jury......................................... 75 40.11 Lessee Counterclaim and Equitable Remedies...................... 76 40.12
Transition of Operations. The parties recognize that matters involving the transition of the business of Seller to Buyer have not been fully addressed in the provisions of this Agreement. Therefore, the parties agree that as a general principle, they will cooperate with each other to accomplish an orderly transfer of the business. This obligation shall continue for the period of time necessary to accomplish the orderly transition, but shall not continue after December 31, 2008. At Closing, the parties shall execute and deliver the Transition Agreement attached as Exhibit D (the “Transition Agreement”). As to transition matters, any conflict between this Agreement and the Transition Agreement, the terms of the Transition Agreement shall control.
Transition of Operations. Following the Closing Date (i) Seller shall manufacture the Products for Buyer through March 31, 1999 pursuant to the terms of the Manufacturing Services Agreement attached hereto as Exhibit A (the "Manufacturing Agreement"), and (ii) Seller will sublease to Buyer Seller's warehouse for the Products pursuant to the terms of the Sublease attached hereto as Exhibit B (the "Sublease"), and (iii) Buyer may use Seller's registered trademark "Tenex" solely in connection with the Products and any Future Products pursuant to the terms of the Trademark License Agreement attached hereto as Exhibit C (the "License").
