Transition Services Agreement Sample Clauses

Transition Services Agreement. (a) Parent, Seller and Buyer shall use their respective reasonable best efforts to, as promptly as practicable but in any event by the earlier of two hundred seventy (270) days following the date of this Agreement and the Closing Date, finalize and agree the terms of the Annexes to the Transition Services Agreement such that: (i) Annex I to the Transition Services Agreement shall include the services that the Parent Group had provided to the Business in the one (1) year period prior to the date of this Agreement (excluding the Excluded Services) that Buyer has requested to be provided from and after the Closing Date pursuant to the Transition Services Agreement; (ii) Annex II to the Transition Services Agreement shall include the services that had been provided by the Business to either the Parent Group or the Retained Business in the one (1) year period prior to the date of this Agreement (excluding the Excluded Services) that Parent or Seller, as applicable, has requested to be provided from and after the Closing Date pursuant to the Transition Services Agreement (the services provided pursuant to prongs (i) and (ii) of this Section 9.17(a), collectively, the “Services”); and (iii) the cost for the Services reflects their Actual Cost (as defined in the Transition Services Agreement). (b) In order for Parent, Seller and Buyer to finalize and agree upon the terms of Annex I and Annex II to the Transition Services Agreement, Parent, Seller and their respective Subsidiaries (including Seller and its Subsidiaries) shall cooperate in good faith with Buyer’s diligence regarding the potential services to be provided pursuant to the Transition Services Agreement and shall promptly provide Buyer with information that Buyer reasonably requests in writing in connection with such diligence in accordance with Section ‎8.2. (c) If Parent, Seller and Buyer, after using reasonable best efforts to do so, pursuant to Section 9.17(a), have not finalized and agreed upon the terms of the Transition Services Agreement by the Closing, then the Transition Services Agreement shall be executed and delivered by Buyer pursuant to Section 4.3(b) and by Parent and Seller pursuant to Section ‎4.4(b) without applicable ▇▇▇▇▇▇▇ being completed, and the Services to be provided from Parent Group to Buyer under the Transition Services Agreement shall be deemed to be all services that the Parent Group had provided to the Business in the one (1) year period prior to the date of this Agreement...