Transition Service Agreement. During the Transition Period, Seller shall reasonably cooperate with and provide reasonable assistance to Buyer in order to transition to Buyer the development of the Current Product, including the conduct of the On-Going Clinical Trials, and to transfer to Buyer all INDs, IND reports, data contained in the clinical databases and the global safety database, Inventory, pre-clinical and CMC information and regulatory filings, in each case for the Product, all of the foregoing in accordance with the terms and conditions of the Transition Service Agreement.
Transition Service Agreement. The pricing, pass-through costs, other out-of-pocket costs and other material terms and conditions under the Transition Service Agreement in the aggregate are no less favorable to Opco than the transfer pricing, pass-through costs, other out-of-pocket expenses and other material terms and conditions applicable to the Business and its receipt of similar services from Seller and its Affiliates during the year prior to the date hereof, subject to Acceptable Adjustments and Acceptable Increases.
Transition Service Agreement. During the Pre-Closing Period, Seller and Nissin shall, and shall cause VNBJ to, execute a transition service agreement (the “Transition Service Agreement”) containing terms determined pursuant to good faith discussions between the Parties, including that the services be provided on an arm’s length basis at actual cost plus five percent (5%) margin pricing. The services provided pursuant to the Transition Service Agreement are set forth in Schedule 6.2.7.
Transition Service Agreement. Seller shall have executed and delivered to Buyer a Transition Services Agreement in form and substance reasonably acceptable to Seller and Buyer (the “Transition Services Agreement”).
Transition Service Agreement. Seller shall have executed and delivered (and shall have procured for Parent and its Affiliates to execute and deliver) to Buyer the Transition Services Agreement, and such agreement shall be in full force and effect.
Transition Service Agreement. 10 3.6 Employment Agreement and Non-Competition and Confidentiality Agreement..................................... 10 3.7
Transition Service Agreement. Seller and Purchaser shall have entered into the Transition Services Agreement in the respective form attached hereto as Exhibit D.
Transition Service Agreement. Purchaser and Shareholder shall enter into a service agreement pursuant to which Seller will provide (a) tier one and tier two client service and technical maintenance, (b) development of backend support functions for the Business to Purchaser and (c) services necessary for the uninterrupted integration of the technology and operations of the Business to the Purchaser (the "Technology and Client Service Support Agreement"), substantially in the form attached hereto as Exhibit F, to be available to Purchaser until December 31, 2007; provided, however, that Seller shall provide such transition services free of charge until March 31, 2007. Purchaser will also pay for reasonable out-of-pocket and travel expenses for travel by Seller's personnel that is requested by Purchaser.
Transition Service Agreement. Seller and Purchaser shall negotiate in good faith and enter into on or after the Closing, the Transition Service Agreement.
Transition Service Agreement. JD shall have executed and delivered the Transition Service Agreement to the Company.
