Transition Services Agreements. Purchaser shall have executed and delivered the Transition Services Agreement.
Transition Services Agreements. Promptly after execution of this ------------------------------ Agreement, Seller and Buyer shall jointly determine in good faith the post- closing services that will be required of Buyer, for Seller's benefit, or Seller, for Buyer's benefit, and will use their reasonable efforts to agree on the terms and provisions of agreements embodying such services (or to procure agreements from third parties, as the case may be), including, without limitation, (a) an interim billing services agreement for the benefit of Buyer, (b) a sublease for the North Ft. Xxxxx switch for the benefit of Seller ("Switch Sublease"), (c) a sublease (subject to landlord consent) for the cell site currently located on the fifth floor of the Headquarters ("Headquarters Sublease") and a lease from the landlord for the Headquarters for the cell site located on the rooftop of the Headquarters ("Headquarters Roof Lease") and (d) the non-transferable use of Buyer's cellular frequencies for the System for a wireless PBX operation at the Headquarters for a period not to exceed 10 years, provided, however, that such use shall not interfere with Buyer's use of such frequencies, all pursuant to a sublease to be entered into between Buyer and Seller (the "PBX Sublease"), such Switch Sublease, Headquarters Sublease and Headquarters Roof Lease to have terms of at least one year. Buyer will also provide to certain employees located at the Headquarters designated by Seller with the use of "demo" phones for a period of one (1) year following the Closing provided that (i) the number of demo phones will not exceed 50, (ii) the demo phones will be for local calls and not long distance or roaming and (iii) the rates will be at a discount determined by Buyer prior to Closing. It is intended generally that the compensation aspect of the subleases and other transition service arrangements contemplated in this section 5.3 shall reimburse the service- providing party for its reasonable expenses but is not intended to generate a profit, provided that to the extent such agreements extend beyond a term of six (6) months after the Closing Date, the party providing such services shall be entitled to a reasonable profit beginning after such date.
Transition Services Agreements. The Transition Services Agreement and the Transition Services Agreement (Reverse).
Transition Services Agreements. On or prior to the Closing Buyer shall execute and deliver the Plc Transition Services Agreement and the CWA Transition Services Agreement.
Transition Services Agreements. The Seller or another Oi Group Company and each of the Mobile SPEs shall enter into the respective Transition Services Agreement, in accordance with the terms and conditions set forth in Exhibit 6.1(viii);
Transition Services Agreements. The performance by the Borrower or any of its Restricted Subsidiaries of any obligation expressly required of it under a Transition Services Agreement shall not give rise to a Default under this Agreement or any other Loan Document. PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***].
Transition Services Agreements. Buyer and ICF shall have entered into the Space and Services Agreement and other transition services agreements pursuant to which ICF will make available to Buyer space and services necessary for an orderly transition of the ownership of the Business for periods, and on other terms and conditions, mutually acceptable to Buyer and ICF.
Transition Services Agreements. Seller Parent and Purchaser Parent shall negotiate in good faith prior to the Closing a transition services agreement reflecting the parameters set forth in the Transition Services Parameters attached hereto as Schedule 10.6.
Transition Services Agreements. To the extent necessary for a smooth transition of operations, the Parties shall execute at Closing a Transition Services Agreement in substantially the form attached hereto as Exhibit H to take effect at Closing (or at such period within the six months following Closing as the Parties may mutually agree) and to continue for a term in accordance with the provisions thereof; Seller agrees to pay administrative fees as specified in the Transition Services Agreement. In addition to providing for the Buyer’s provision of administrative services to Seller, the Transition Services Agreement will include and cover Contracts that do not allow for assignment to Buyer, to the extent that Seller may legally and contractually serve as an intermediary party under such Contracts to continue the provision of services to Buyer (but with appropriate reimbursement or advancement of all Seller’s costs for doing so and indemnification of Seller and its affiliates by Buyer for serving in such role). In addition, pursuant to such Transition Services Agreement Buyer shall offer and provide its administrative oversight of the Seller-owned ambulance service as well as such other administrative services separate and apart from the ambulance services that Seller may require.
Transition Services Agreements. A new Section 6.23 is hereby added to the Agreement, the text of which shall be as follows:
