Transition Services Agreements. Purchaser shall have executed and delivered the Transition Services Agreement.
Transition Services Agreements. (a) Pursuant to the Buyer Transition Services Agreement, Parent and the Sellers will (or will cause their Affiliates to) provide to Buyer, its designees and/or the Purchased Entities, for a term of 270 days after the Initial Closing, as reasonably requested by Buyer, such services (i) as Parent, the Sellers and/or their respective Affiliates currently provide to the Business, including the benefit of IP Licenses (including Assumed IP Licenses described in Section 2.4(b) until such IP Licenses can be assigned) that are not at the time Assumed IP Licenses, the benefit of real property leases of the Sellers necessary to permit the Buyer and its Affiliates (including the Purchased Entities) to conduct the Business as it has previously been conducted (including, without limitation, those leases set forth on Schedule 2.7) (the “Transition Leases”), access to software (including the Easyscreen software), data and communications services, and other administrative and information technology services, in each case to the extent currently provided to the Business, but excluding any services that the Sellers or their respective Affiliates are not reasonably able to provide due to the transfer of an Acquired Asset, Transferred Employee, Assumed IP License or Assumed Contract to Buyer or a Purchased Entity, and (ii) as may otherwise be agreed to by Seller upon the request of Xxxxx, such agreement not to be unreasonably withheld, including in connection with the transition of the services described in (i) above to the Buyer ((i) and (ii), collectively, “Transition Services”). The Buyer Transition Services Agreement shall provide that all Transition Services provided by Parent, the Sellers and/or their respective Affiliates shall be provided at cost (including costs and expenses associated with implementation and connectivity between the parties), and shall otherwise contain customary terms and conditions to be agreed upon by the parties, acting reasonably and in good faith, to include disclaimers, indemnification and liability limitations; provided, that such costs shall only reflect direct, out-of-pocket costs of providing the services covered thereby, such as (1) salaries, overtime, and benefit allocation of fully dedicated or portions of partially dedicated personnel, (2) costs of third parties, contractors or temporary employees, and (3) rent and utility costs based on the proportional usage between the employees who are fully dedicated to providing the services and ...
Transition Services Agreements. Subject to Section 6.22, the Transition Services Agreements, duly executed by Buyer or its applicable Subsidiaries.
Transition Services Agreements. The Transition Services Agreements shall have been executed by the parties thereto, and shall be in full force and effect.
Transition Services Agreements. The Transition Services Agreement and the Transition Services Agreement (Reverse).
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. 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. 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. 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.
