Transition Service Agreement Sample Clauses
A Transition Service Agreement (TSA) is a contractual arrangement that outlines the temporary support and services one party will provide to another following a business transaction, such as a merger or acquisition. Typically, the seller agrees to continue providing essential services—like IT support, payroll, or administrative functions—to the buyer for a defined period after closing. This ensures business continuity and allows the buyer time to establish their own systems, effectively bridging operational gaps and minimizing disruption during the transition period.
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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. During the Pre-Closing Period, Seller and Nissin shall, and shall cause VNBZ 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. JD shall have executed and delivered the Transition Service Agreement to the Company.
Transition Service Agreement. Between the date hereof and the Closing, Seller and Buyer shall agree on the terms of the Transition Services Agreement and act in good faith and use their commercially reasonable efforts to cause the Company to enter into a Transition Service Agreement for a term of no more than six months from the Closing Date. For the avoidance of doubt, the Transition Service Agreement shall include the services provided under the Intercompany Arrangements in force prior to Closing. The Seller shall charge the Company and Buyer a fee for the Transaction Services calculated on an at cost basis. The Company shall have the right to terminate the Transition Service Agreement partially or in full at no extra cost at any time, in accordance with the terms and conditions of the Transition Services Agreement.
Transition Service Agreement. If requested by Buyer, the Parties agree to negotiate in good faith to enter into a Transition Service Agreement relating to the Assets to be effective as of the Closing Date.
Transition Service Agreement. Seller shall have delivered a counterpart of the Transition Services Agreement, signed by all parties thereto other than Buyer.
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. If prior to Closing, Buyer requests that Holding provide services to Buyer or its Affiliates for a transitional period of time following the Closing, Buyer will deliver to the Sellers’ Representative an agreement for transitional services covering those services and other matters outlined on Exhibit H attached hereto, to be finalized and mutually agreed between the Parties, in form and substance reasonably satisfactory to Buyer and the Sellers’ Representative (the “Transition Services Agreement”), duly executed by Buyer.
Transition Service Agreement. Each of the parties to the Transition Service Agreement, other than the Investor or its Affiliates, shall have executed and delivered the Transition Service Agreement to the Investor.
Transition Service Agreement. Seller and Purchaser shall negotiate in good faith and enter into on or after the Closing, the Transition Service Agreement.