Transition Period Assets Sample Clauses

Transition Period Assets. Acquiror acknowledges and agrees that in the course of preparing for the implementation of the services contemplated by the TSA, Seller may identify certain Assets included within the Wimbledon Assets (the “Transition Period Assets”), that are necessary or desirable for Seller to retain in order to provide the services contemplated by the TSA. At Seller’s request, Acquiror may elect to (i) allow Seller to retain possession of such Transition Period Assets during the term of the TSA solely for purposes of enabling Seller to satisfy its obligations under the TSA, in which case as soon as practicable following the expiration of the applicable services contemplated by the TSA, Seller will Convey such Transition Period Assets to Acquiror for no additional consideration or (ii) include any Transition Period Assets in the Wimbledon Assets at Closing (in which case Seller will not be required to provide any service under the TSA where it is not reasonably practicable to provide such service without such Transition Period Assets).
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Transition Period Assets. Purchaser acknowledges and agrees that in the course of preparing for the implementation of the services contemplated by the Transitional Services Agreement, the Parties may identify certain assets included within the Purchased Assets (the “Transition Period Assets”) that are necessary for Seller Parent to retain in order to provide the services contemplated by the Transitional Services Agreement in accordance with the terms thereof. Subject to Section 2.3 and 3.2 and upon Seller Parent’s written notice to Purchaser prior to Closing, upon the election of Purchaser in its sole discretion, Seller Parent shall, either (i) retain possession of such Transition Period Assets during the term of the Transitional Services Agreement in connection with Seller Parent or its Subsidiaries’ obligations under the Transitional Services Agreement, in which case as soon as practicable following the expiration of the applicable services contemplated by the Transitional Services Agreement, (A) Seller Parent or its Subsidiaries will convey, assign and transfer such Transition Period Assets to Purchaser or Purchaser Designee and (B) Purchaser or Purchaser Designees will execute any amendments or amended and restated Contracts memorializing the conveyance, assignment and transfer of such applicable Transition Period Assets to Purchaser or Purchaser Designees, or (ii) include any Transition Period Assets in the Purchased Assets at Closing, in which case Purchaser will provide to Seller Parent and its Subsidiaries access to and use of such Transition Period Assets to the extent necessary for Seller Parent and its Subsidiaries to provide the services contemplated by the Transitional Services Agreement.
Sample 1
Transition Period Assets. At the Seller’s request, the Purchaser may elect to: (a) allow the Seller to retain the possession of any Business Assets that are required or reasonably necessary to enable the Seller to comply with its obligations under the Transition Services Agreement (the "Transition Period Assets”) during the Transition Term solely for the purposes of enabling the Seller to satisfy its obligations under the Transition Services Agreement, in which case, as soon as practicable following the expiration of the Transition Term, the Seller shall convey such Transition Period Assets to the Purchaser for no additional consideration; or (b) include any Transition Period Assets in the Business Assets at Closing, in which case the Seller shall not be required to provide any service under the Transition Services Agreement where it is not reasonably practicable to provide such service without such Transition Period Asset.
Sample 1

Related to Transition Period Assets

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • Transitional Period At the end of the transitional period as defined in Article 10(2) of the Directive, the contracting parties shall cease to apply the withholding/retention tax and revenue sharing provided for in this Agreement and shall apply in respect of the other contracting party the automatic exchange of information provisions in the same manner as is provided for in Chapter II of the Directive. If during the transitional period either of the contracting parties elects to apply the automatic exchange of information provisions in the same manner as is provided for in Chapter II of the Directive it shall no longer apply the withholding/retention tax and the revenue sharing provided for in Article 9 of this Agreement.

  • Retention periods Documentation which serves as evidence of orderly and proper data processing must be retained by ATOSS in accordance with the applicable statutory retention periods beyond the end of the contract. To relieve itself of this obligation, ATOSS may turn said documentation over to the Customer at the end of the contract.

  • PRORATION PERIOD The Tenant: (check one)

  • Vacation Periods Vacation schedules will be set by the employee’s immediate supervisor(s) and sent to the Office of Human Resources for approval. Employees may request a particular period for vacation. Vacation days may not be taken in advance of their accrual. Those employees who are on a 12-month teacher contract are paid during Spring Break and Winter Recess, however, are not expected to be in attendance or perform duties during those breaks.

  • Evaluation Period Until 5:00 p.m. Eastern time on August 16, 2002 (the "Evaluation Period"), Purchaser and its authorized agents and representatives (for purposes of this Article V, the "Licensee Parties") shall have the right, subject to the right of any Tenants, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection of the Real Property, the Improvements and the Personal Property. Purchaser will provide to Seller notice (for purposes of this Section 5.1(a), an "Entry Notice") of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours prior to such intended entry and specify the intended purpose therefor and the inspections and examinations contemplated to be made and with whom any Licensee Party will communicate. At Seller's option, Seller may be present for any such entry and inspection. Purchaser shall not communicate with or contact any of the Tenants or any of the Authorities without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Purchaser shall elect to communicate with any of the Authorities and Seller consents thereto, Purchaser shall give Seller prior notice thereof, and Seller and Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetings. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental physical testing or sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's specific prior written consent, which consent shall not be unreasonably withheld or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.

  • Billing Period The calendar month shall be the standard period for all charges and payments under this Agreement. On or before the fifteenth (15th) day following the end of each month, Seller shall render to Buyer an invoice for the payment obligations incurred hereunder during the preceding month, based on the Energy Delivered in the preceding month, and any RECs deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing in the preceding month. Such invoice shall contain supporting detail for all charges reflected on the invoice, and Seller shall provide Buyer with additional supporting documentation and information as Buyer may request.

  • Unbroken Vacation Period An Employee shall receive an unbroken period of vacation unless mutually agreed upon between the Employee and the Employer.

  • Employment Period; Remaining Unexpired Employment Period (a) The terms and conditions of this Agreement shall be and remain in effect during the period of employment established under this Section 2 (“Employment Period”). The Employment Period shall be for an initial term of three (3) years beginning on the date of this Agreement and ending on the third anniversary date of this Agreement, plus such extensions, if any, as are provided pursuant to Section 2(b). (b) Beginning on the date of this Agreement, the Employment Period shall automatically be extended for one (1) additional day each day, unless either the Company and the Bank, acting jointly, or the Executive elects not to extend the Agreement further by giving written notice to the other parties, in which case the Employment Period shall end on the third anniversary of the date on which such written notice is given. For all purposes of this Agreement, the term “Remaining Unexpired Employment Period” as of any date shall mean the period beginning on such date and ending on: (i) if a notice of non-extension has been given in accordance with this Section 2(b), the third anniversary of the date on which such notice is given; and (ii) in all other cases, the third anniversary of the date as of which the Remaining Unexpired Employment Period is being determined. Upon termination of the Executive’s employment with the Company and the Bank for any reason whatsoever, any daily extensions provided pursuant to this Section 2(b), if not therefore discontinued, shall automatically cease. (c) Subject to Section 3, nothing in this Agreement shall be deemed to prohibit the Company or the Bank from terminating the Executive’s employment at any time during the Employment Period with or without notice for any reason; provided, however, that the relative rights and obligations of the Company, the Bank and the Executive in the event of any such termination shall be determined under this Agreement.

  • Retention Period The Engineer shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred and services provided (hereinafter called the Records). The Engineer shall make the records available at its office during the contract period and for seven (7) years from the date of final payment under this contract, until completion of all audits, or until pending litigation has been completely and fully resolved, whichever occurs last.

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