Transition of the Business. Seller shall use reasonable best efforts to assist Purchaser in accomplishing a smooth transition of the Business from Seller to Purchaser, including, without limitation, providing customer information to Purchaser as appropriate. In this regard, Seller and Purchaser agree that they will enter into good faith discussions concerning the Business, including, but not limited to, personnel policies and procedures, and other operational matters relating to the Business. Purchaser acknowledges and agrees that unless and until the Closing occurs, any information concerning customers of the Business provided by Seller to Purchaser, or any of its Affiliates, Subsidiaries, directors, officers, employees, representatives or agents, shall be subject to the terms and conditions of the Confidentiality Agreement.
Transition of the Business. Purchaser and Seller shall use -------------------------- commercially reasonable efforts to cooperate in an orderly transition of the Business and transfer of the Purchased Assets to Purchaser. Without limiting the generality of the foregoing, Seller will cooperate with Purchaser in migrating the contents and functionality of the Active Websites to such computer systems as Purchaser shall direct.
Transition of the Business. Sellers shall use reasonable best efforts to assist Purchaser in accomplishing a smooth transition of the Business from Sellers to Purchaser. In this regard, Sellers and Purchaser agree that they will enter into good faith discussions concerning the Business, including, personnel policies and procedures, and other operational matters relating to the Business.
Transition of the Business. Seller and the Shareholders covenant with Buyer to cooperate with Buyer and introduce Buyer's representatives to Seller's customers and certain of Seller's employees prior to the Closing. The Shareholders shall enter into a Consulting Agreement in the form of Exhibit O in which each of the Shareholders agrees to render post-closing transaction services to Buyer. Seller and the Shareholders covenant to cooperate with Buyer in providing all information required hereunder and access thereto and whatever is reasonably required to carry out the purposes and intent of the transactions contemplated by this Agreement.
Transition of the Business. Seller covenants with Buyer to cooperate with Buyer to effect the smooth transition of the control and operation of the Business from Seller to Buyer, as contemplated herein, including the retention of the customers and records of the Business, by such means that Buyer may reasonably request. Seller covenants to cooperate with Buyer in providing all information required hereunder and access thereto and whatever is reasonably required to carry out the purposes and intent of the transactions contemplated by this Agreement. Seller agrees to allow Buyer to use any of Seller’s environmental, health or safety plans, permits, Governmental Authorizations, or training or instructional materials or manuals for the Facilities which includes the Property subject to the Lease for the duration of the Lease, or until Buyer obtains separate Governmental Authorizations, or such existing Governmental Authorizations are transferred from the Seller to the Buyer subject to approval from the appropriate Governmental Body. Buyer covenants with Seller to make available employees of the Business, including but not limited to Xxxx Geursten, to assist Seller with regard to the extent reasonably necessary for Seller in handling Retained Liabilities, including but not limited to providing support with regard to the gathering of information in preparation for any litigation. Seller shall reimburse Buyer for any out-of-pocket costs incurred by any such employees relating to such cooperation.
Transition of the Business. (a) CUSTOMER INVOICES. All amounts reflected on invoices prepared by Buyer (the "Post-Closing Invoices") for services performed by Buyer after the Closing Date shall be the sole and exclusive property of Buyer. Seller agrees to promptly forward to Buyer all payments received by Seller in connection with the Post-Closing Invoices.
Transition of the Business. At the Closing, in accordance with Section 2.2, Buyer will be given actual possession and operating control of the Purchased Assets. To the extent that certain Excluded Assets cannot be readily separated from the Purchased Assets, each Party will 40 49 use its best efforts to cooperate with the other Party, in such a manner as to not unreasonably interfere with the normal operations and business of Buyer or Seller, in order to separate the Excluded Assets from the Purchased Assets not later than 90 days following the Closing Date. For example, in accordance with the foregoing, Buyer will be given actual possession and operating control of all software, hardware, and Information contained thereon that is included in the Purchased Assets, and, to the extent that such software or hardware contains Information relating to the Excluded Assets, Seller will have 90 days to access such software or hardware in order to make copies of any Information relating to the Excluded Assets. Upon request through a single contact person designated by Buyer, for 90 days following the Closing Date Seller shall have reasonable access to Continuing Employees during regular working hours for purposes of assisting Seller in the separation of the Purchased Assets from the Excluded Assets and toward effecting Seller's ability to operate on a stand-alone basis.
Transition of the Business. Seller and Parent covenant to cooperate with Buyer in providing all information required hereunder and access thereto and whatever is reasonably required to carry out the purposes and intent of the transactions contemplated by this Agreement.
Transition of the Business. 3.1 Completion of the Transition of the Business. Enesco and PMI have agreed to complete the Transition on July 1, 2005 (the "Transition Date"). On and after the Transition Date, the License Agreement shall terminate as provided in Section 2.3.1.
Transition of the Business. Seller agrees and covenants that at any time and from time to time it will promptly execute and deliver to the Purchaser such further instruments and documents and take such further action as the Purchaser may reasonably require in order to carry out the full intent and purpose of this Agreement and to transition the Business to the Purchaser, including, but not limited to: (i) providing Purchaser with all relevant information available to assist with the smooth transition of the Business and fulfillment of the Phoenix Program; (ii) providing the Purchaser with all leads, contacts and other information available in connection to the Business and which has been prospected by the Seller’s sales group over the last 18 months; (iii) Seller shall support the purchase by Purchaser of electrodes and other components (the “Components”), at Seller’s direct cost, to fulfill the requirements of the Phoenix Program, and for the other potential programs currently contemplated in connection with the Business; provided, however, Purchaser may require that Seller purchase any Components needed for the Business from the suppliers and agrees to reimburse Seller for the direct cost of such purchases; and (iv) honoring, and requiring its employees to continue to honor, obligations of confidentiality, inventions assignments or other legal obligations related to the Business. The parties shall execute and/or cause to be delivered to the other party, such instruments and other documents, and shall take such other actions as Purchaser may reasonably request (prior to, at or after the Closing), including entering into a supply agreement for the Components, necessary to give effect to this Section 5.4.
