Common use of Transition Services Agreements Clause in Contracts

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. Promptly after execution of this ------------------------------ (a) Pursuant to the Buyer Transition Services Agreement, Seller Parent and Buyer shall jointly determine in good faith the post- closing services that Sellers will be required of (or will cause their Affiliates to) provide to Buyer, for Seller's benefit, or Sellerits designees and/or the Purchased Entities, for a term of 270 days after the Initial Closing, as reasonably requested by Buyer's benefit, and will use their reasonable efforts to agree on the terms and provisions of agreements embodying such services (or i) as Parent, the Sellers and/or their respective Affiliates currently provide to procure agreements from third partiesthe 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 the case may be), it has previously been conducted (including, without limitation, those leases set forth on Schedule 2.7) (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"“Transition Leases”), access to software (cincluding 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) a sublease (subject as may otherwise be agreed to landlord consent) for by Seller upon the cell site currently located on request of Xxxxx, such agreement not to be unreasonably withheld, including in connection with the fifth floor transition of the Headquarters services described in ("Headquarters Sublease"i) and a lease from above to the landlord for the Headquarters for the cell site located on the rooftop of the Headquarters Buyer ("Headquarters Roof Lease"(i) and (d) ii), collectively, “Transition Services”). The Buyer Transition Services Agreement shall provide that all Transition Services provided by Parent, the non-transferable use of Buyer's cellular frequencies for Sellers and/or their respective Affiliates shall be provided at cost (including costs and expenses associated with implementation and connectivity between the System for a wireless PBX operation at parties), and shall otherwise contain customary terms and conditions to be agreed upon by the Headquarters for a period not parties, acting reasonably and in good faith, to exceed 10 yearsinclude disclaimers, indemnification and liability limitations; provided, however, that such use costs shall not interfere with Buyer's use only reflect direct, out-of-pocket costs of such frequencies, all pursuant to a sublease to be entered into between Buyer and Seller (providing the "PBX Sublease")services covered thereby, 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 as (1) year 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 the other employees of the Sellers; provided, further, that such costs shall not include (1) any allocation of overhead costs (such as human resources, legal, accounting, etc.), and (2) any severance costs related to the termination of any of the employees of the Subject Entities 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 provision of the subleases Transition Services. The Sellers shall bear all costs and other transition service arrangements contemplated expenses related to obtaining any consents required for the provision of Transition Services. The Buyer may terminate the Buyer Transition Services at any time in this section 5.3 shall reimburse the service- providing party whole or in part and for its reasonable expenses but is not intended any reason upon ten-days’ notice 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 dateParent.

Transition Services Agreements. Promptly after execution of this ------------------------------ Agreement, Seller and Buyer shall jointly determine in good faith the post- 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- 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. Promptly after execution of this ------------------------------ (a) Pursuant to the Buyer Transition Services Agreement, Seller Parent and Buyer shall jointly determine in good faith the post- closing services that Sellers will be required of (or will cause their Affiliates to) provide to Buyer, for Seller's benefit, or Sellerits designees and/or the Purchased Entities, for a term of 270 days after the Initial Closing, as reasonably requested by Buyer's benefit, and will use their reasonable efforts to agree on the terms and provisions of agreements embodying such services (or i) as Parent, the Sellers and/or their respective Affiliates currently provide to procure agreements from third partiesthe 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 the case may be), it has previously been conducted (including, without limitation, those leases set forth on Schedule 2.7) (athe ‘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) an interim billing services agreement for as may otherwise be agreed to by Seller upon the benefit request of Buyer, (b) a sublease for such agreement not to be unreasonably withheld, including in connection with 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 transition of the Headquarters services described in ("Headquarters Sublease"i) and a lease from above to the landlord for the Headquarters for the cell site located on the rooftop of the Headquarters Buyer ("Headquarters Roof Lease"(i) and (d) ii), collectively, “Transition Services”). The Buyer Transition Services Agreement shall provide that all Transition Services provided by Parent, the non-transferable use of Buyer's cellular frequencies for Sellers and/or their respective Affiliates shall be provided at cost (including costs and expenses associated with implementation and connectivity between the System for a wireless PBX operation at parties), and shall otherwise contain customary terms and conditions to be agreed upon by the Headquarters for a period not parties, acting reasonably and in good faith, to exceed 10 yearsinclude disclaimers, indemnification and liability limitations; provided, however, that such use costs shall not interfere with Buyer's use only reflect direct, out-of-pocket costs of such frequencies, all pursuant to a sublease to be entered into between Buyer and Seller (providing the "PBX Sublease")services covered thereby, 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 as (1) year 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 the other employees of the Sellers; provided, further, that such costs shall not include (1) any allocation of overhead costs (such as human resources, legal, accounting, etc.), and (2) any severance costs related to the termination of any of the employees of the Subject Entities 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 provision of the subleases Transition Services. The Sellers shall bear all costs and other transition service arrangements contemplated expenses related to obtaining any consents required for the provision of Transition Services. The Buyer may terminate the Buyer Transition Services at any time in this section 5.3 shall reimburse the service- providing party whole or in part and for its reasonable expenses but is not intended any reason upon ten-days’ notice 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 dateParent.

Transition Services Agreements. Promptly after execution of this ------------------------------ (a) Pursuant to the Buyer Transition Services Agreement, Seller Parent and Buyer shall jointly determine in good faith the post- closing services that Sellers will be required of (or will cause their Affiliates to) provide to Buyer, for Seller's benefit, or Sellerits designees and/or the Purchased Entities, for a term of 270 days after the Initial Closing, as reasonably requested by Buyer's benefit, and will use their reasonable efforts to agree on the terms and provisions of agreements embodying such services (or i) as Parent, the Sellers and/or their respective Affiliates currently provide to procure agreements from third partiesthe 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 the case may be), it has previously been conducted (including, without limitation, those leases set forth on Schedule 2.7) (athe "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) an interim billing services agreement for as may otherwise be agreed to by Seller upon the benefit request of Buyer, (b) a sublease for such agreement not to be unreasonably withheld, including in connection with 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 transition of the Headquarters services described in ("Headquarters Sublease"i) and a lease from above to the landlord for the Headquarters for the cell site located on the rooftop of the Headquarters Buyer ("Headquarters Roof Lease"(i) and (d) ii), collectively, "Transition Services"). The Buyer Transition Services Agreement shall provide that all Transition Services provided by Parent, the non-transferable use of Buyer's cellular frequencies for Sellers and/or their respective Affiliates shall be provided at cost (including costs and expenses associated with implementation and connectivity between the System for a wireless PBX operation at parties), and shall otherwise contain customary terms and conditions to be agreed upon by the Headquarters for a period not parties, acting reasonably and in good faith, to exceed 10 yearsinclude disclaimers, indemnification and liability limitations; provided, however, that such use costs shall not interfere with Buyer's use only reflect direct, out-of-pocket costs of such frequencies, all pursuant to a sublease to be entered into between Buyer and Seller (providing the "PBX Sublease")services covered thereby, 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 as (1) year 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 the other employees of the Sellers; provided, further, that such costs shall not include (1) any allocation of overhead costs (such as human resources, legal, accounting, etc.), and (2) any severance costs related to the termination of any of the employees of the Subject Entities 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 provision of the subleases Transition Services. The Sellers shall bear all costs and other transition service arrangements contemplated expenses related to obtaining any consents required for the provision of Transition Services. The Buyer may terminate the Buyer Transition Services at any time in this section 5.3 shall reimburse the service- providing party whole or in part and for its reasonable expenses but is not intended any reason upon ten-days' notice 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 dateParent.