Common use of Transition Period Clause in Contracts

Transition Period. Notwithstanding anything in this Agreement to the contrary, beginning on the Business Day immediately following expiration or termination of this Agreement and ending on the earlier of (A) ninety (90) days following expiration or termination of this Agreement, or (B) the date on which all Credit Balances have been successfully delivered to the applicable Student and all checks delivered under the Check Method have been cashed (the “Transition Period”), TMS shall (I) perform the Services set forth in Section 2.5 of this Agreement related to the delivery of Credit Balances for Students who, as of the date of expiration or termination of this Agreement, as applicable, have selected a Delivery Method from the Student Portal, (II) provide School continued access to the School Portal and those Students who have already selected a Delivery Method from the Student Portal, access thereto, and (III) assist School with processing new Credit Balance deliveries for Students who did not successfully receive Credit Balances previously delivered under this Agreement, and/or who need such Credit Balances delivered via a different Delivery Method. TMS shall continue to invoice School, and School shall continue to pay TMS, in accordance with Section 3 of this Agreement, for Services performed during the Transition Period. Except for any amount subject to a good faith payment dispute as documented in writing by a Party to the other Party, each Party shall pay any amounts that it owes the other Party within thirty (30) days following the expiration of the Transition Period. Upon the conclusion of the Transition Period, TMS shall cease providing Services set forth in this Section 11.4, and each Party shall return or destroy the other Party’s Confidential Information in accordance with Section 7.4 of this Agreement, except as otherwise set forth therein. Any provision of this Agreement that is necessary for either Party to perform its respective obligations under this Agreement during the Transition Period shall survive until the expiration or termination of the Termination Period, as applicable. TMS may, at is option, terminate the Transition Period prior to its expiration for any reason set forth in Section 11.2(b) of this Agreement and subject to the provisions set forth therein, as applicable.

Transition Period. Notwithstanding anything The Department may Notify the Provider in accordance with clause 326 that the Department is deeming a Transition Period. The Department must Notify the Provider of the Transition Period not less than 60 Business Days before the Transition Period is to start. The Transition Period must start not more than six months before the end of the then current Agreement Term. If the Department Notifies the Provider under clause 325: the Department must specify the start and end date of the Transition Period in the Notice; and the Provider must continue to provide during the Transition Period all Program Services which it is required to provide under this Agreement, unless the Department Notifies the Provider otherwise in the Notice which may specify any one or more of the following matters: whether all, or only some, of the Program Services under this Agreement are to be provided and, if only some, which Program Services are to be provided; and whether any provisions of this Agreement will not apply to the contraryprovision of Program Services during the Transition Period, beginning and if so, which provisions will not apply. A Notice issued under clause 325 may include notice that: the Department will cease Referrals to the Provider; the Provider must cease Direct Registrations; and the Provider must transfer Participants to another Program Provider, or other employment services provider. The Provider must, if directed by the Department, provide sufficient assistance and cooperation to any person nominated by the Department to enable services to continue to be provided to a Participant who is transferred to another Program Provider or employment services provider: on the Business Day immediately following expiration or termination of this Agreement and ending in whole or in part; on the earlier of (A) ninety (90) days following expiration or termination expiry of this Agreement; in accordance with clauses 705 [Participant Initiated Transfer], or (B) 708 [Relocation of Participant], 711 [Relationship failure, transfer by agreement and transfers by the date on which all Credit Balances have been successfully delivered to the applicable Student Department] and all checks delivered under the Check Method have been cashed (the “Transition Period”), TMS shall (I) perform the Services set forth in Section 2.5 of this Agreement related to the delivery of Credit Balances for Students who, as of the date of expiration or termination 329 of this Agreement; or at any time for any other reason. The sufficient assistance and cooperation the Provider must provide under clause 330 will include, as applicablea minimum, have selected a Delivery Method from complying with the Student PortalDepartment’s directions in relation to: the transfer of Agreement Material and Commonwealth Material in the Provider’s possession or control; and the redirection of Participants, (II) provide School continued access to any person nominated by the Department, or to the School Portal and those Students who have already selected a Delivery Method from the Student Portal, access thereto, and (III) assist School with processing new Credit Balance deliveries for Students who did not successfully receive Credit Balances previously delivered under this Agreement, and/or who need such Credit Balances delivered via a different Delivery Method. TMS shall continue to invoice School, and School shall continue to pay TMS, in accordance with Section 3 of this Agreement, for Services performed during the Transition Period. Except for any amount subject to a good faith payment dispute as documented in writing by a Party to the other Party, each Party shall pay any amounts that it owes the other Party within thirty (30) days following the expiration of the Transition Period. Upon the conclusion of the Transition Period, TMS shall cease providing Services set forth in this Section 11.4, and each Party shall return or destroy the other Party’s Confidential Information in accordance with Section 7.4 of this Agreement, except as otherwise set forth therein. Any provision of this Agreement that is necessary for either Party to perform its respective obligations under this Agreement during the Transition Period shall survive until the expiration or termination of the Termination Period, as applicable. TMS may, at is option, terminate the Transition Period prior to its expiration for any reason set forth in Section 11.2(b) of this Agreement and subject to the provisions set forth therein, as applicableDepartment.

Transition Period. Notwithstanding anything 5.1 The parties agree to cooperate and utilize their best efforts to coordinate the many complex aspects of transition to the System. Transition elements include, but are not limited to the following: 5.1.1 In the event that COUNTY chooses to contract for the operation of the System, COUNTY shall endeavor to include language in its contract with the Operator that the Operator shall employ civilian employees who performed, or have been hired by an existing PSAP facility and commenced the training to perform, call-taking, teletype, and dispatch PSAP functions as their primary job responsibility ("PSAP Employees") for any Participating Community that was operating its own PSAP prior to May 7, 2013, and that enters into this Agreement to the contraryby August 30, beginning on the Business Day immediately following expiration or termination of this Agreement and ending on the earlier of (A) ninety (90) days following expiration or termination of this Agreement, or (B) the date on which all Credit Balances have been successfully delivered to the applicable Student and all checks delivered under the Check Method have been cashed (the “Transition Period”), TMS shall (I) perform the Services set forth in Section 2.5 of this Agreement related to the delivery of Credit Balances for Students who, as of the date of expiration or termination of this Agreement, as applicable, have selected a Delivery Method from the Student Portal, (II) provide School continued access to the School Portal and those Students who have already selected a Delivery Method from the Student Portal, access thereto2013, and (III) assist School with processing new Credit Balance deliveries for Students who did not successfully receive Credit Balances previously delivered under this Agreementmeet the qualification standards, and/or who need such Credit Balances delivered via a different Delivery Method. TMS shall continue to invoice School, and School shall continue to pay TMS, in accordance with Section 3 of this Agreement, for Services performed during the Transition Period. Except for any amount subject to a good faith payment dispute as documented in writing by a Party to the other Party, each Party shall pay any amounts that it owes the other Party within thirty (30) days following the expiration of the Transition Period. Upon the conclusion of the Transition Period, TMS shall cease providing Services set forth in this Section 11.4, and each Party shall return or destroy the other Party’s Confidential Information in accordance with Section 7.4 of this Agreement, except as otherwise set forth therein. Any provision of this Agreement that is necessary for either Party to perform its respective obligations under this Agreement during the Transition Period shall survive until the expiration or termination of the Termination Period, as applicable. TMS may, at is option, terminate the Transition Period prior to its expiration for any reason set forth in Section 11.2(b) of this Agreement and subject to the provisions conditions set forth thereinbelow: A. PSAP Employees will be hired by the Operator and shall not be employees of COUNTY. B. Criteria which may render a PSAP Employee ineligible for employment by the Operator shall be limited to the following: (i) Conviction of a felony or other significant information found on a criminal records check; (ii) Inability to pass a background check and drug test; (iii) Florida Retirement System ("FRS") provisions prohibit employment by Operator. C. Participating Communities shall remain responsible for pension obligations, sick and annual leave payouts, and all other employee obligations incurred prior to the hire date of PSAP Employees by the Operator. D. In the event that a Participating Community that was operating its own PSAP prior to May 7, 2013 does not execute this Agreement by August 30, 2013 and all or a portion of its eligible PSAP Employees are not employed by the Operator by October 1, 2013, COUNTY's funding responsibility for Participating Community's PSAP Employees that are actually performing call-taking, teletype (queries only) and dispatch functions at the Participating Community's PSAP facility shall be limited to Personnel Costs until such time that the PSAP employees become employees of the Operator. 5.1.2 To the extent required by FRS, a MUNICIPALITY shall provide its PSAP Employees that are hired by Operator, a one-time election to participate in the pension plan of the Operator or remain in the MUNICIPALITY’s pension plan; or to the extent permitted by FRS, a MUNICIPALITY shall have the option of allowing its PSAP Employees that are hired by Operator, a one-time election to participate in the pension plan of the Operator or remain in the MUNICIPALITY’s pension plan. In either event, any required contribution amount in excess of the required FRS contribution amount for the PSAP Employees remaining in MUNICIPALITY's pension plan shall be and remain the sole responsibility of MUNICIPALITY. COUNTY, or its OPERATOR, will fund the MUNICIPALITY's contribution amount up to the established FRS rates, or up to the MUNICIPALITY's contribution rate, whichever is less. The PSAP Employees shall be responsible for any employee contribution amounts required under either election. The MUNICIPALITY shall provide to COUNTY and Operator the PSAP Employees' pension election documentation. 5.1.3 COUNTY, in conjunction with Participating Communities and the Operator, shall use reasonable efforts to develop an employee transition plan prior to October 1, 2013, which shall include implementation details, performance benchmarks, and the schedule for consolidation. 5.1.4 COUNTY shall schedule meetings with each individual Participating Community to develop a written transition plan, approved by COUNTY, relating to each individual Participating Community's transition to a Host PSAP. The transition plan shall also contain an assessment of Participating Community's current performance standards, organizational structure, staffing levels, equipment requirements, standard processes, protocols, and operating costs. Each Participating Community, that operates a PSAP on May 7, 2013, shall provide to COUNTY no later than September 1, 2013, its historical performance indicator data. 5.1.5 The transition of Participating Communities to a Host PSAP shall be accomplished following the development of System implementation plan by COUNTY which implementation plan shall provide for the transition of Participating Communities to a Host PSAP in a manner which will minimize adverse impacts on the System as applicablea whole. Following the completion of the implementation plan, it is possible that MUNCIPALITY shall not be transitioned to a Host PSAP by October 1, 2013. In the event that MUNICIPALITY is not transitioned to a Host PSAP on October 1, 2013, COUNTY's responsibility for System expenses for such MUNICIPALITY shall be limited to the payments it makes to the Operator for the Operator's Personnel Costs of civilian employees who perform call-taking, teletype (queries only) and dispatch PSAP functions as their primary job responsibilities at a non-Host PSAP facility or other expenses as specifically addressed in the RILA. 5.1.6 The COUNTY will endeavor to include in the agreement with the Operator a requirement that PSAP Employees shall perform System Services for the same general vicinity that they were servicing while employed by their Participating Community during the first year of the Operator's agreement (October 1, 2013 through September 30, 2014) provided there are sufficient employees available in any given vicinity to ensure that the System meets the Standards.

Transition Period. Notwithstanding anything in Subject to the terms of this Agreement, and provided that Xxxxxxx signs and returns this Agreement to the contraryCompany within 21 days of his receipt thereof, beginning on the Business Day immediately following expiration or termination of this Agreement and ending on the earlier of (A) ninety (90) days following expiration or termination of complies with this Agreement, or (B) the date on which all Credit Balances have been successfully delivered to the applicable Student 's terms and all checks delivered under the Check Method have been cashed (the “Transition Period”), TMS shall (I) perform the Services set forth in Section 2.5 of this Agreement related to the delivery of Credit Balances for Students who, as of the date of expiration or termination of this Agreement, as applicable, have selected a Delivery Method from the Student Portal, (II) provide School continued access to the School Portal and those Students who have already selected a Delivery Method from the Student Portal, access thereto, and (III) assist School with processing new Credit Balance deliveries for Students who did does not successfully receive Credit Balances previously delivered under this Agreement, and/or who need such Credit Balances delivered via a different Delivery Method. TMS shall continue to invoice School, and School shall continue to pay TMS, revoke it in accordance with Section 3 18 below, and provided further that Xxxxxxx also shall have met the performance and cooperation standards described in Section 2(a) below during the period from his receipt of this Agreement to his execution thereof: (a) Xxxxxxx shall perform such duties and responsibilities as in-house legal counsel on a full-time basis as the Company directs from time to time from the date that Xxxxxxx signs this Agreement through the Separation Date (such period referred to as the "Transition Period"), and also will assist and cooperate with the Company during the Transition Period in transitioning his duties and responsibilities to such person or persons as are designated by the Company. Xxxxxxx shall perform all such duties and responsibilities diligently and faithfully in the best interests of the Company. Notwithstanding the foregoing, during the Transition Period, Xxxxxxx may spend reasonable time to conduct a search for other employment and, upon mutual agreement between Xxxxxxx and the Company, may use the outplacement services described in Section 5(c) below once he becomes eligible for such services pursuant to this Agreement, for Services performed provided that such search and use shall not unreasonably interfere with Xxxxxxx'x duties and obligations to the Company during the Transition Period. Except Xxxxxxx acknowledges and agrees that he shall not earn or accrue any vacation time for any amount subject to a good faith payment dispute as documented in writing by a Party to the other Party, each Party shall pay any amounts that it owes the other Party within thirty period after he signs this Agreement. (30b) days following the expiration of During the Transition Period. Upon : (i) the conclusion Company shall continue to pay Xxxxxxx his pro-rated base salary at his current annualized rate (without increase) of the Transition Period$220,000.00, TMS shall cease providing Services set forth less required and authorized withholdings and deductions, in this Section 11.4, and each Party shall return or destroy the other Party’s Confidential Information gross installments of $9,166.66 in accordance with Section 7.4 of this Agreementthe Company's normal payroll schedule; and (ii) Xxxxxxx will continue to participate in any available Company employee health benefit plans and policies (but not any bonus, except as otherwise set forth therein. Any provision of this Agreement that is necessary for either Party to perform its respective obligations under this Agreement during the Transition Period shall survive until the expiration incentive, severance or termination of the Termination Periodequity-based compensation plans or policies) in which he currently participates, as applicable. TMS may, at is option, terminate the Transition Period prior to its expiration for any reason set forth in Section 11.2(b) of this Agreement and subject to the provisions set forth thereinterms and conditions of such plans and policies, as applicablewhich plans, policies, terms and conditions the Company may amend, modify, suspend or terminate at any time for any or no reason in its discretion.

Transition Period. Notwithstanding anything in this Agreement to During the contrary, period beginning on the Business Day immediately following expiration or termination of this Agreement October 1, 2024, and ending on the earlier of (A) ninety (90) days following expiration or termination of this Agreement, or (B) the date on which all Credit Balances have been successfully delivered to the applicable Student and all checks delivered under the Check Method have been cashed Separation Date (the “Transition Period”), TMS shall (I) perform the Services set forth in Section 2.5 of this Agreement related to the delivery of Credit Balances for Students who, as Employee will remain an at-will employee of the date of expiration Employer and shall continue to perform all services for the Employer, unless directed by the Employer to not report to work or termination of this Agreement, as applicable, have selected a Delivery Method perform any services (either from the Student Portaloffice or a remote location) for the Employer. In the event the Employer directs the Employee to not report to work or perform any services, the Employee shall nonetheless, during this Transition Period, be readily available via telephone, e-mail and/or in person, during regular business hours, to (a) respond to inquiries from the Employer, (IIb) provide School continued access to the School Portal and those Students who have already selected a Delivery Method from the Student Portal, access theretoattend meetings, and (IIIc) upon the Employer’s request, assist School with processing new Credit Balance deliveries for Students who did not successfully receive Credit Balances previously delivered under this Agreement, any open matters and/or who need such Credit Balances delivered via a different Delivery Methodissues relating to the transition of the Employee’s duties. TMS shall continue to invoice School, and School shall continue to pay TMS, in accordance with Section 3 of this Agreement, for Services performed At all times during the Transition Period, the Employee agrees to comply with Paragraphs 7, 8, 9 and 15 hereof. Except for any amount During the Transition Period (subject to a good faith payment dispute as documented the Employee's satisfactory performance of the services that the Employee is requested to perform and compliance with the terms of this Paragraph 2), the Employee shall (i) remain on the Employer’s payroll and continue to be paid the Employee's base salary (at the rate in writing by a Party effect immediately prior to the other Party, each Party shall pay any amounts that it owes the other Party within thirty (30) days following the expiration of the Transition Period) in accordance with the Employer’s customary payroll practices, and (ii) be entitled to participate in the Employer’s benefit plans to the extent and on the same basis that the Employee participated in such plans prior to the Transition Period (subject to any changes to such plan that are generally applicable to all employees). Upon Employer reserves the conclusion of right to terminate Employee’s employment prior to December 14, 2024 for any or no reason, including if the Employee fails to satisfactorily perform the services that the Employee is requested to perform during the Transition Period, TMS shall cease providing Services set forth in this Section 11.4, and each Party shall return or destroy breaches the other PartyEmployee’s Confidential Information in accordance with Section 7.4 of this Agreement, except as otherwise set forth therein. Any provision of this Agreement that is necessary for either Party to perform its respective obligations under this Agreement during the Transition Period shall survive until the expiration or termination violates any of the Termination Periodterms of this Paragraph 2 (the date of such termination (if any) hereinafter, as applicablethe “Early Separation Date”). TMS mayIn the event of such early termination, at is optionthe Employee’s entitlement to salary and benefits pursuant to this Paragraph 2 shall terminate in full on the Early Separation Date. Employee, terminate however, shall remain entitled to the Transition Period prior to its expiration for any reason set forth consideration provided in Section 11.2(b) Paragraph 3 of this Agreement and subject to the provisions set forth thereinEmployee’s separation date for determining vesting of stock-based compensation awards shall still be December 14, as applicable2024.

Transition Period. Notwithstanding anything in this Agreement to (a) The period during which the contrary, beginning on Contractor will implement the Business Day immediately following expiration or termination of this Agreement Transition Plan and ending on the earlier of (A) ninety (90) days following expiration or termination of this Agreement, or (B) the date on which all Credit Balances have been successfully delivered to the applicable Student and all checks delivered under the Check Method have been cashed provide Transition Assistance (the “Transition Period”)) will be set by the Transition Plan, TMS shall provided, however, that the Transition Period will be at least eighteen (I18) perform months in duration; (b) If the Services set forth Province is of the opinion it needs additional time to complete the transfer of the operation of each Registry to the New Provider, the Province may, at its option, elect by notice in Section 2.5 writing to the Contractor at any time before expiration of the Transition Period, to extend the date of the expiration of the Transition Period for up to a maximum of three (3) further successive periods of up to one hundred and eighty (180) days each if the Term has expired, and up to a maximum of seven (7) further successive periods of up to one hundred and eighty (180) days each if the Term was terminated prior to its term of expiration and if it does so, and each time that such option is exercised, all provisions of this Agreement related and any applicable Registry Operating Agreement which apply during the Transition Period will continue to apply to the delivery of Credit Balances for Students whoextended period, as mutatis mutandis; (c) The Province will specify a date on which management and operation of the date of expiration or termination of this Agreement, as applicable, have selected a Delivery Method from the Student Portal, (II) provide School continued access Registries will be transferred to the School Portal and those Students who have already selected a Delivery Method from New Provider (the Student Portal, access thereto, and (III) assist School with processing new Credit Balance deliveries for Students who did not successfully receive Credit Balances previously delivered under this Agreement, and/or who need such Credit Balances delivered via a different Delivery Method“Transfer Date”). TMS shall continue to invoice School, and School shall continue to pay TMS, in accordance with Section 3 of this Agreement, for Services performed The Transfer Date may be at any time during the Transition Period. Except for any amount subject If the Province, acting reasonably, is of the opinion it needs additional time to a good faith payment dispute as documented in writing by a Party complete the transfer of the operation of each Registry to the other Party, each Party shall pay any amounts that it owes the other Party within thirty (30) days following the expiration of the Transition Period. Upon the conclusion of New Provider and has extended the Transition Period, TMS the Province may on not less than ninety (90) days prior notice delay the Transfer Date by notice to the Contractor, and the new date set out in any such notice shall be deemed to be the Transfer Date. Unless otherwise provided, SaskSub shall cease providing Services to charge or collect Registry Fees on the Transfer Date; (d) Subject to any exceptions set forth out in this Section 11.4the Transition Plan, and each Party shall return or destroy the other Party’s Confidential Information in accordance with Section 7.4 of this Agreement, except as otherwise set forth therein. Any provision of this Agreement that is necessary for either Party to perform its respective obligations under this Agreement during the Transition Period shall survive Period, the Contractor will continue to deliver the Included Services and to manage and operate the Registries until the expiration or termination of Transfer Date under the Termination Period, as applicable. TMS may, at is option, terminate the Transition Period prior to its expiration for any reason set forth in Section 11.2(b) terms of this Agreement and subject to the provisions set forth therein, as applicableapplicable Registry Operating Agreements and Delegation Instruments.

Transition Period. Notwithstanding anything The Department may Notify the Provider in accordance with clause 326 that the Department is deeming a Transition Period. The Department must Notify the Provider of the Transition Period not less than 60 Business Days before the Transition Period is to start. The Transition Period must start not more than six months before the end of the then current Agreement Term. If the Department Notifies the Provider under clause 325: the Department must specify the start and end date of the Transition Period in the Notice; and the Provider must continue to provide during the Transition Period all Program Services which it is required to provide under this Agreement, unless the Department Notifies the Provider otherwise in the Notice which may specify any one or more of the following matters: whether all, or only some, of the Program Services under this Agreement are to be provided and, if only some, which Program Services are to be provided; and whether any provisions of this Agreement will not apply to the contraryprovision of Program Services during the Transition Period, beginning and if so, which provisions will not apply. A Notice issued under clause 325 may include notice that: the Department will cease Referrals to the Provider; the Provider must cease Direct Registrations; and the Provider must transfer Participants to another Program Provider, or other employment services provider. The Provider must, if directed by the Department, provide sufficient assistance and cooperation to any person nominated by the Department to enable services to continue to be provided to a Participant who is transferred to another Program Provider or employment services provider: on the Business Day immediately following expiration or termination of this Agreement and ending in whole or in part; on the earlier of (A) ninety (90) days following expiration or termination expiry of this Agreement; in accordance with clauses 726 [Participant Initiated Transfer], or (B) 729 [Relocation of Participant], 732 [Relationship failure, transfer by agreement and transfers by the date on which all Credit Balances have been successfully delivered to the applicable Student Department] and all checks delivered under the Check Method have been cashed (the “Transition Period”), TMS shall (I) perform the Services set forth in Section 2.5 of this Agreement related to the delivery of Credit Balances for Students who, as of the date of expiration or termination 329 of this Agreement; or at any time for any other reason. The sufficient assistance and cooperation the Provider must provide under clause 330 will include, as applicablea minimum, have selected a Delivery Method from complying with the Student PortalDepartment’s directions in relation to: the transfer of Agreement Material and Commonwealth Material in the Provider’s possession or control; and the redirection of Participants, (II) provide School continued access to any person nominated by the Department, or to the School Portal and those Students who have already selected a Delivery Method from the Student Portal, access thereto, and (III) assist School with processing new Credit Balance deliveries for Students who did not successfully receive Credit Balances previously delivered under this Agreement, and/or who need such Credit Balances delivered via a different Delivery Method. TMS shall continue to invoice School, and School shall continue to pay TMS, in accordance with Section 3 of this Agreement, for Services performed during the Transition Period. Except for any amount subject to a good faith payment dispute as documented in writing by a Party to the other Party, each Party shall pay any amounts that it owes the other Party within thirty (30) days following the expiration of the Transition Period. Upon the conclusion of the Transition Period, TMS shall cease providing Services set forth in this Section 11.4, and each Party shall return or destroy the other Party’s Confidential Information in accordance with Section 7.4 of this Agreement, except as otherwise set forth therein. Any provision of this Agreement that is necessary for either Party to perform its respective obligations under this Agreement during the Transition Period shall survive until the expiration or termination of the Termination Period, as applicable. TMS may, at is option, terminate the Transition Period prior to its expiration for any reason set forth in Section 11.2(b) of this Agreement and subject to the provisions set forth therein, as applicableDepartment.

Transition Period. Notwithstanding anything in Subject to the remainder of this Agreement, and provided that Employee signs and returns this Agreement to the contrary, beginning on the Business Day immediately following expiration or termination of this Agreement and ending on the earlier of Company within twenty-one (A) ninety (9021) days following expiration or termination after Employee’s receipt of this Agreement, or does not revoke this Agreement pursuant to Section 19 below, and complies with the terms of this Agreement: (Ba) Through the date on which all Credit Balances have been successfully delivered to the applicable Student and all checks delivered under the Check Method have been cashed Termination Date (the “Transition Period”), TMS Employee shall (Ii) perform remain a Company employee, in his current position and performing services on a full-time basis; (ii) transition Employee’s duties and responsibilities to such person(s) as are designated by the Services set forth Company’s incoming Chief Executive Officer; and (iii) cooperate fully with all reasonable requests for information or assistance made by or on behalf of the Company relating to matters involving the Company or its affiliates. (b) During the Transition Period, the Company will continue to pay Employee his current pro-rated base salary of $1,000,000, less required and authorized withholdings and deductions, and Employee will continue to participate in Section 2.5 any available Company employee health benefit plans and policies in which Employee currently participates, as in effect or amended from time to time. Employee will receive payment of this Agreement related his 2018 Annual Incentive Plan payment at the same time that other Company employees receive payment under such plan. Employee shall submit all requests to the delivery Company for expense reimbursements, not including reimbursements attributable to the Consulting Period, no later than two weeks after the Termination Date. Any requests submitted thereafter shall not be eligible for reimbursement, except as required by applicable law. (c) Notwithstanding the provisions of Credit Balances for Students whoSection 1 and this Section 2, as the Company may accelerate Employee’s Termination Date to (and thus the Transition Period will end on) a date prior to May 2, 2019 that is designated by the Company if Employee fails to comply with any of the date of expiration Sections 2 or termination 10-14 of this Agreement, or engages (or is determined to previously have engaged) in any conduct that would constitute Cause as applicabledefined in the Severance Plan. In such event, have selected a Delivery Method Employee will not be entitled to any payment or other benefit under the Severance Plan or this Agreement (including, without limitation to provide any future Consulting Services (as defined below)), and will only be entitled to that portion of the salary and benefits in Section 2(b) of this Agreement that Employee accrues but is unpaid prior to the accelerated date of termination. (d) Employee and the Company agree that they will not make any internal or external announcements regarding Employee’s separation from the Student Portal, (II) provide School continued access Company prior to the School Portal and those Students who have already selected a Delivery Method from completion of the Student PortalCompany’s formal internal or external announcements on the Q4 earnings call (February 28, access thereto2019), and (III) assist School with processing new Credit Balance deliveries for Students who did not successfully receive Credit Balances previously delivered under this Agreement, and/or who need such Credit Balances delivered via a different Delivery Method. TMS shall continue to invoice School, and School shall continue to pay TMS, in accordance with Section 3 of this Agreement, for Services performed during the Transition Period. Except for any amount subject to a good faith payment dispute as documented in writing by a Party to the other Party, each Party shall pay any amounts provided that it owes the other Party within thirty (30) days following the expiration Company’s completion of such announcement(s), Employee may discuss his employment status consistent with the Transition Period. Upon the conclusion of the Transition Period, TMS shall cease providing Services set forth in this Section 11.4, and each Party shall return or destroy the other PartyCompany’s Confidential Information in accordance with Section 7.4 of this Agreement, except announcement as otherwise set forth therein. Any long as Employee does not violate any provision of this Agreement that is necessary for either Party or any other agreement between Employee and the Company or any of its affiliates. The Board and the Company will draft internal or external announcements of Employee’s retirement from the Company with Employee’s input. The Board, Company and Employee will collaborate on a communication plan to perform its respective obligations under this Agreement during the Transition Period shall survive until the expiration or termination of the Termination Periodteam members, as applicable. TMS may, at is option, terminate the Transition Period prior customers and other stakeholders to its expiration for any reason set forth in Section 11.2(b) of this Agreement and subject to the provisions set forth therein, as applicablereinforce a smooth transition.

Transition Period. Notwithstanding anything in this Agreement to For the contrary, beginning on the Business Day immediately following expiration or termination of this Agreement and ending on the earlier of (A) ninety (90) days following expiration or termination of this Agreement, or (B) the date on which all Credit Balances have been successfully delivered to the applicable Student and all checks delivered under the Check Method have been cashed (the “Transition Period”), TMS shall (I) perform the Services set forth in Section 2.5 of this Agreement related to the delivery of Credit Balances for Students who, period commencing as of the date Amendment Effective Date, and terminating on [ ]** (the "TRANSITION PERIOD"), the Parties shall abide by the following obligations: (a) Block shall cooperate with and assist Atrix in the complete transition to Atrix of expiration or termination the marketing, promotion, advertising, distribution and commercialization of this Agreementthe Products within the Territory. (b) Block shall use its reasonable best efforts to continue to market, as applicablepromote, have selected a Delivery Method from advertise, distribute and commercialize the Student Portal, (II) provide School continued access Products pursuant to the School Portal Marketing Plan set forth as Exhibit C, subject to Atrix' rights to promote and those Students who have already selected a Delivery Method from sell the Student Portal, access thereto, and (III) assist School with processing new Credit Balance deliveries for Students who did not successfully receive Credit Balances previously delivered under this Agreement, and/or who need such Credit Balances delivered via a different Delivery Method. TMS shall continue to invoice School, and School shall continue to pay TMS, in accordance with Section 3 of this Agreement, for Services performed Products during the Transition Period. Except for The incremental costs of any amount subject activities requested by Atrix beyond those set forth in Exhibit C shall be borne by Atrix. (c) Block shall continue to abide by its royalty payment and accounting reporting obligations as set forth in the Agreement during the Transition Period. Block shall not be required to make any Milestone Payments following the Amendment Effective Date, except as provided in Section 4 of this Eighth Amendment. Block shall use its reasonable best efforts [ ]** Block shall not be required [ ]** Block shall provide copies of such documentation within ten (10) days of Atrix's written request. (d) In the event that Atrix enters into an agreement with a good faith payment dispute as documented in writing by a Party third party pertaining to the other Partysublicensing, each Party marketing, promotion, advertising, distribution, commercialization, sale and development of Products, Atrix shall pay ensure that such third party does not engage in any amounts that it owes such activities with Block's customers disclosed on the other Party within thirty (30) days following customer list provided to Atrix hereunder prior to the expiration of the Transition Period. Upon . (e) Block shall provide Atrix with copies of all information and materials related to the conclusion marketing, promotion and/or distribution of the Products, and only to such extent, including but not limited to any proposed or adopted marketing and/or promotional campaigns for the Products. (f) Block shall not be permitted [ ]** Block will not [ ]** All [ ]** under the Agreement [ ]** Block shall continue [ ]** Atrix shall [ ]** Block shall [ ]** Any costs incurred [ ]** (g) Any Product purchased by Block under the Agreement and not sold or otherwise distributed by Block prior to the expiration of the Transition Period will be purchased by Atrix as follows: (i) Atrix shall pay to Block [ ]** (ii) Block shall [ ]** (iii) the Products and Professional Samples [ ]** and (iv) shall be shipped to Atrix appropriately packaged and stored, [ ]** All transportation costs in connection with such sale, including without limitation, insurance, freight ---------- ** Confidential Treatment Requested and duties, [ ]** Amounts owed [ ]** pursuant to this subsection (g) for the Products or Professional Samples shall be paid [ ]** (h) During the Transition Period, TMS Block shall, at Block's sole expense, be responsible for that portion of ADE data collection activity that occurs between Block and the patient or dental professional, as appropriate, including any follow-up inquiries which Block deems necessary or appropriate. (i) Each Party shall cease providing Services set forth in maintain such facilities as are reasonably necessary to carry out the activities to be performed by such Party pursuant to the terms and provisions of this Section 11.4Eighth Amendment. Upon reasonable advance notice, and each Party shall return or destroy agrees to make its employees and non-employee consultants reasonably available at their respective places of employment to consult with the other Party’s Confidential Information in accordance with Section 7.4 of this Agreement, except as otherwise set forth therein. Any provision of this Agreement that is necessary for either Party to perform its respective obligations under this Agreement on issues arising during the Transition Period and in connection with any request from any regulatory agency, including, without limitation, regulatory, scientific, technical and clinical testing issues, provided that any expense related to such consulting activities, including any travel and living expenses associated therewith, shall survive until be borne by the expiration or termination of the Termination Period, as applicable. TMS may, at is option, terminate the Transition Period prior to its expiration for any reason set forth in Section 11.2(b) of this Agreement and subject to the provisions set forth therein, as applicableParty that incurs them.

Transition Period. Notwithstanding anything in this Agreement to (a) During the contrary, beginning period commencing on the Business Day immediately following expiration or termination of this Agreement date hereof and ending on the earlier of (A) ninety (90) days date that is six months following expiration or termination of this Agreement, or (B) the date on which all Credit Balances have been successfully delivered to hereof or the applicable Student and all checks delivered under the Check Method have been cashed Cancellation Date (defined below) (the “Transition Period”), TMS the Shareholder covenants and agrees that it shall not Transfer any of the Initial Shares pursuant to Section 5.2(b) except in compliance with this Section 5.3 or pursuant to the Registration Rights Agreement. (Ib) perform As promptly as practicable following receipt of a Transfer Notice (and in any event within three Business Days thereof) that is received by the Services set forth Corporation during the Transition Period with respect to a Transfer contemplated by Section 5.2(b), the Corporation shall provide a copy of the Transfer Notice to each other Significant Shareholder. Each Significant Shareholder (other than the Significant Shareholder who delivered the Transfer Notice (the “Initiating Shareholder”)) shall have ten Business Days following receipt of the Transfer Notice to provide written notice (a “Participation Notice”) to the Corporation that it will also participate in a sale or offering of its Initial Shares in the manner contemplated in Section 2.5 5.3(c) and the number and class of this Agreement related Initial Shares that such Significant Shareholder wishes to Transfer pursuant to such sale or offering. If any Significant Shareholder (other than the Initiating Shareholder) does not provide such notice within such ten Business Day period, it will be deemed to have elected to not participate in the Transfer of Shares by the Initiating Shareholder and shall not Transfer any Initial Shares pursuant to Section 5.2(b) prior to the delivery earlier of Credit Balances for Students who, as (i) the expiration of the date of expiration or termination of this Agreement, as applicable, have selected a Delivery Method from the Student Portal, (II60 calendar day period referred to in Section 5.3(c) provide School continued access to the School Portal and those Students who have already selected a Delivery Method from the Student Portal, access theretobelow, and (IIIii) assist School the consummation of the sale or offering of the Selling Shares (defined below) pursuant to Section 5.3(c) below (provided that any such Transfer during the Transition Period will be subject to the provisions of this Section 5.3). As promptly as practicable following receipt of each Participation Notice (and in any event within three Business Days thereof), the Corporation shall provide a copy of each such Participation Notice to the Initiating Shareholder and each other Significant Shareholder who has delivered a Participation Notice in accordance with processing new Credit Balance deliveries for Students who did not successfully receive Credit Balances previously this Section 5.3(b). (c) Following the expiration of the ten Business Day period referred to in Section 5.3(b), the Corporation shall use its commercially reasonable efforts to facilitate a sale or offering of the Initial Shares specified in the Transfer Notice together with all Shares specified in each Participation Notice delivered under this Agreement, and/or who need such Credit Balances delivered via a different Delivery Method. TMS shall continue to invoice School, and School shall continue to pay TMS, in accordance with Section 3 of this Agreement5.3(b) (collectively, for Services performed during the Transition Period. Except for any amount subject to “Selling Shares”), all in a good faith payment dispute as documented in writing by a Party manner reasonably acceptable to the other PartyCorporation, each Party shall pay any amounts that it owes the other Party within thirty (30) days following the expiration of the Transition Period. Upon the conclusion of the Transition Period, TMS shall cease providing Services set forth in this Section 11.4, Initiating Shareholder and each Party shall return or destroy the other Party’s Confidential Information Significant Shareholder that delivered a Participation Notice in accordance with Section 7.4 of this Agreement5.3(b) (collectively, except as otherwise set forth thereinthe “Selling Shareholders”). Any provision such sale or offering shall be at the sole expense, liability and risk of this Agreement that is necessary for either Party to perform its respective obligations under this Agreement during the Selling Shareholders (pro rata based on the number of Selling Shares beneficially owned by each Selling Shareholder). If such Transfer does not occur within 60 calendar days following receipt of the last Participation Notice received in accordance with Section 5.3(b), then the Transition Period shall survive until automatically expire (such date being the expiration or termination “Cancellation Date”) and each of the Termination Period, as applicable. TMS Significant Shareholders may, at is optionsubject to Section 5.2 and Section 5.4, terminate Transfer all or a portion of their Initial Shares in their sole and absolute discretion and in accordance with applicable securities laws and the Transition Period prior to its expiration for any reason set forth in Section 11.2(b) other terms and conditions of this Agreement and subject to the provisions set forth therein, as applicableAgreement.

Transition Period. Notwithstanding anything 6.1 The parties agree to cooperate and utilize their best efforts to coordinate the many complex aspects of transition to the System. Transition elements include, but are not limited to the following: 6.1.1 COUNTY shall endeavor to include language in its contract with the Operator that the Operator shall accept the transfer of civilian employees who performed call-taking, teletype (queries only), and dispatch PSAP functions as their primary job responsibility ("PSAP Employees") for any PARTICIPATING COMMUNITY that was operating its own PSAP prior to May 10, 2013, and that enters into this Agreement by May 10, 2013 ("PSAP Employees"), and who meet the qualification standards, subject to the contraryconditions set forth below: A. PSAP Employees that meet qualification standards established by law, beginning at the time of transfer, will be hired by the Operator. B. The Operator shall work with the necessary unions on the Business Day immediately following expiration or termination of this Agreement consolidation efforts and ending on it is the earlier of (A) ninety (90) days following expiration or termination of this Agreement, or (B) the date on which all Credit Balances have been successfully delivered to the applicable Student and all checks delivered under the Check Method have been cashed (the “Transition Period”), TMS shall (I) perform the Services set forth in Section 2.5 of this Agreement related to the delivery of Credit Balances for Students who, as of the date of expiration or termination of this Agreement, as applicable, have selected a Delivery Method from the Student Portal, (II) provide School continued access to the School Portal and those Students who have already selected a Delivery Method from the Student Portal, access thereto, and (III) assist School with processing new Credit Balance deliveries for Students who did not successfully receive Credit Balances previously delivered under this Agreement, and/or who need such Credit Balances delivered via a different Delivery Method. TMS shall continue to invoice School, and School shall continue to pay TMS, in accordance with Section 3 of this Agreement, for Services performed during the Transition Period. Except for any amount subject to a good faith payment dispute as documented in writing by a Party to the other Party, each Party shall pay any amounts that it owes the other Party within thirty (30) days following the expiration of the Transition Period. Upon the conclusion of the Transition Period, TMS shall cease providing Services set forth in this Section 11.4, and each Party shall return or destroy the other Party’s Confidential Information in accordance with Section 7.4 of this Agreement, except as otherwise set forth therein. Any provision intent of this Agreement that is necessary the Operator shall address issues of seniority, pension obligations, and sick and vacation time in the hiring of PSAP Employees. Following employment by Operator, the Operator shall be solely responsible for either Party to perform its respective obligations under this Agreement during the Transition Period payment of all of PSAP Employee's wages and benefits and shall survive until the expiration or termination comply with all of the Termination Periodrequirements thereof including, as applicablebut not limited to, insurance benefits, employee liability, Worker's Compensation, unemployment insurance, Social Security, and any other mandated or optional employee benefits. TMS mayPARTICIPATING COMMUNITIES shall remain responsible for pension obligations, at is optionsick and annual leave payouts, terminate the Transition Period and all other employee obligations which accrued or are due prior to employment by Operator. C. Criteria which may render a PSAP Employee ineligible for employment by the Operator include but are not limited to, the following: (i) Conviction of a felony or other significant information found on a criminal records check; (ii) Inability to pass a pre-employment screening including, but not limited to, a background check, drug test, and a psychological profile; (iii) The PSAP Employee has previously been determined "not eligible for re-hire" as an Operator's employee; (iv) Education level is not equivalent to a high school diploma or higher. 6.1.2 COUNTY, in conjunction with the PARTICIPATING COMMUNITIES and the Operator, shall use diligent efforts to develop an employee transition plan prior to October 1, 2013, which shall include implementation details, performance benchmarks and the schedule for consolidation. 6.1.3 COUNTY, beginning May 11, 2013, shall schedule meetings with each individual PARTICIPATING COMMUNITY to develop a transition plan, approved by the individual PARTICIPATING COMMUNITY and COUNTY, relating to each individual PARTICIPATING COMMUNITY's transition to a Hosted PSAP. The transition plan shall also contain an assessment of the PARTICIPATING COMMUNITY's current performance standards, organizational structure, staffing levels, equipment requirements, standard processes, protocols, and operating costs. Each PARTICIPATING COMMUNITY, that operates a PSAP on May 10, 2013, shall provide to COUNTY no later than July 1, 2013, its expiration for any reason set forth in Section 11.2(b) historical performance indicator data. For a municipality that elects to become a PARTICIPATING COMMUNITY subsequent to May 10, 2013, the development and implementation of this Agreement and subject the transition plan shall contain provisions to minimize adverse impacts on the provisions set forth therein, as applicableSystem by the addition of such municipality.

Transition Period. (a) Notwithstanding anything in this Agreement to the contrary, beginning on Landlord acknowledges and agrees that it will take a period of time after the Business Day immediately following expiration Amendment Date for Tenant to consolidate its offices and business operations into the Premises including, without limitation, the relocation of Tenant’s Excluded Personal Property (as defined in the PSA) to the Premises from the remainder of the Xxx 0 Xxxxxxxx. Xxxxxxxx agrees that Tenant may, at no additional cost or termination expense to Tenant, but otherwise at Tenant’s sole risk and cost, occupy and use the remainder of the Lot 1 Property until one hundred twenty (120) days after Tenant receives notice from Landlord to vacate the remainder of the Lot 1 Property or any portion thereof. (b) Landlord and Tenant acknowledge and agree that issues not initially covered or fully addressed by this Lease may arise due to Tenant’s consolidation of its operations into the Premises and Landlord’s use and occupancy of the remainder of the Lot 1 Property and Landlord’s use of a portion of the Data Center and the systems associated therewith as contemplated herein (“Transition Issues”). Such Transition Issues may include, without limitation, security access control to the Premises and the remainder of Landlord’s Property, shared use of the Data Center as contemplated in subparagraph (c) below, shared use of the existing mail room located in the Trinity Building (which use (subject to the notice requirements of subparagraph (a) above) shall terminate when Landlord commences remodeling of this Agreement area for other uses), shared use of the existing phone system, continuing operation of the food service and ending on fitness facilities prior to Landlord’s opening of the earlier of (A) ninety (90) days following expiration or termination of this AgreementCampus to students, or (B) the date on which all Credit Balances have been successfully delivered and to the applicable Student and all checks delivered under the Check Method have been cashed (the “Transition Period”)extent, TMS shall (I) perform the Services set forth in Section 2.5 of this Agreement related but only to the delivery extent, not addressed in Paragraph 34 or Paragraph 41 hereof, removal or replacement of Credit Balances exterior signage and designated parking spaces for Students who, as the exclusive use of the date of expiration or termination of this Agreement, as applicable, have selected a Delivery Method from the Student Portal, Landlord and Tenant. (IIc) provide School continued access Both parties agree to the School Portal use reasonable and those Students who have already selected a Delivery Method from the Student Portal, access thereto, and (III) assist School with processing new Credit Balance deliveries for Students who did not successfully receive Credit Balances previously delivered under this Agreement, and/or who need such Credit Balances delivered via a different Delivery Method. TMS shall continue to invoice School, and School shall continue to pay TMS, in accordance with Section 3 of this Agreement, for Services performed during the Transition Period. Except for any amount subject to a good faith payment dispute as documented in writing by a Party efforts and to the other Party, each Party shall pay work diligently and expeditiously to resolve any amounts Transition Issues. The parties agree that it owes the other Party if they are unable to resolve any Transition Issue despite their reasonable and good faith efforts within thirty (30) days following after either party delivers a written proposal to the expiration other party to resolve such Transition Issue, then the party receiving the written proposal may elect to submit such Transition Issue to either Xxxx X. Xxxxxx or Xxxx X. XxXxxxxx (“Authorized Individuals”). If the selected Authorized Individual is unable or unwilling to resolve the Transition Issues, the other Authorized Individual shall resolve the Transition Issues. If neither Authorized Individual is willing or able to resolve the Transition Issues and Landlord and Tenant cannot agree upon a substitute Authorized Individual (“Substitute Authorized Individual”) within ten (10) days after it is determined that neither Authorized Individual is willing or able to resolve the Transition Issues, then Landlord and Tenant will each select a representative within five (5) days thereafter and said representatives shall then select a third individual who is willing and able to act as the Substitute Authorized Individual. The determination of the Authorized Individual or the Substitute Authorized Individual (as applicable) regarding the resolution of the Transition PeriodIssues shall be binding on both parties. Landlord and Tenant shall share equally the fees and expenses of the Authorized Individuals, any Substitute Authorized Individual and each party’s representative (as applicable). (d) The parties acknowledge that Tenant operates the Data Center, which houses Tenant’s data processing and computer network facilities. Landlord and Tenant agree to negotiate in good faith regarding ways that Landlord may use a portion of the Data Center and the systems associated therewith; provided, however, that Landlord and Tenant agree that a minimum of 4,000 square feet of the Data Center shall be made available by Tenant for Landlord’s exclusive use no later than 120 days after the Amendment Date. (e) Landlord and Tenant shall jointly and in good faith work to agree upon a set of rules and regulations for the Campus to be adopted by Landlord. If Landlord and Tenant cannot agree upon rules and regulations to be applicable to Tenant within 120 days after the Amendment Date, such matter will be resolved as a Transition Issue pursuant to Subparagraph 39(c) above. Upon the conclusion of the Transition Periodadoption by Landlord, TMS such rules and regulations will be applied in an equitable manner as reasonably determined by Landlord. Tenant shall cease providing Services set forth in this Section 11.4also cause its agents, contractors, subcontractors, employees, customers, subtenants and each Party shall return or destroy the other Party’s Confidential Information in accordance invitees to comply with Section 7.4 of this Agreement, except as otherwise set forth therein. Any provision of this Agreement that is necessary for either Party to perform its respective obligations under this Agreement during the Transition Period shall survive until the expiration or termination of the Termination Period, as applicable. TMS may, at is option, terminate the Transition Period prior to its expiration for any reason set forth in Section 11.2(b) of this Agreement all such rules and subject to the provisions set forth therein, as applicableregulations.