Common use of Transition Services Agreements Clause in Contracts

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 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 provision of the Transition Services. The Sellers shall bear all costs and 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 whole or in part and for any reason upon ten-days’ notice to Parent. (b) With respect to any Acquired Asset consisting of an Assumed IP License or Assumed Contract that is used or useful in the operation of the business(es) of the Sellers and/or their Affiliates following the Closing, and solely to the extent the conduct of such business is expressly permitted in this Agreement, upon the Sellers’ request, Buyer and the Purchased Entities shall provide to the Sellers and their Affiliates the benefit of such Assumed IP License or Assumed Contract pursuant to the Seller Transition Services Agreement for a term of 270 days after the Initial Closing (or, with respect to such services, such shorter or longer period as Buyer and the Sellers may agree, such agreement not to be unreasonably withheld). The Seller Transition Services Agreement shall provide that all such services 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, indemnifications 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 the other employees of the Buyer; 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 Buyer following the provision of the Transition Services. Buyer shall bear all costs and expenses related to obtaining any consents required for the provision of services under the Seller Transition Services Agreement. Parent may terminate the Seller Transition Services at any time in whole or in part and for any reason upon ten-days’ notice to the Buyer. The Seller Transition Services Agreement shall provide that all such services shall, at Parent’s or Sellers’ request, be provided to former businesses or Affiliates of Parent or Sellers that are divested, sold or otherwise transferred to a third party after the Closing Date if permitted to be operated hereunder (but not for a period beyond 270 days after the Initial Closing Date).

Transition Services Agreements. (a) Pursuant to the Buyer Transition Services Promptly after execution of this Agreement, Parent Seller and Buyer shall jointly determine in good faith the Sellers post-closing services that will (or will cause their Affiliates to) provide to be required of Buyer, its designees and/or the Purchased Entitiesfor Seller's benefit, or Seller, for a term Buyer's benefit, and will use their reasonable efforts to agree on the terms and provisions of 270 days after the Initial Closing, as reasonably requested by Buyer, agreements embodying such services (i) or to procure agreements from third parties, as Parentthe case may be), 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 (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 Schedule 2.7the 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 “Transition Leases”"PBX Sublease"), access such Switch Sublease, Headquarters Sublease and Headquarters Roof Lease to software 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 (including 1) year following the Easyscreen software)Closing provided that (i) the number of demo phones will not exceed 50, data (ii) the demo phones will be for local calls and communications services, 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 administrative and information technology servicestransition 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, in each case provided that 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 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 provision of the Transition Services. The Sellers shall bear all costs and 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 whole or in part and for any reason upon ten-days’ notice to Parent. (b) With respect to any Acquired Asset consisting of an Assumed IP License or Assumed Contract that is used or useful in the operation of the business(es) of the Sellers and/or their Affiliates following the Closing, and solely to the extent the conduct of such business is expressly permitted in this Agreement, upon the Sellers’ request, Buyer and the Purchased Entities shall provide to the Sellers and their Affiliates the benefit of such Assumed IP License or Assumed Contract pursuant to the Seller Transition Services Agreement for agreements extend beyond a term of 270 days six (6) months after the Initial Closing (orDate, with respect to such services, such shorter or longer period as Buyer and the Sellers may agree, such agreement not to be unreasonably withheld). The Seller Transition Services Agreement shall provide that all party providing such services 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, indemnifications 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 the other employees of the Buyer; 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 Buyer following the provision of the Transition Services. Buyer shall bear all costs and expenses related to obtaining any consents required for the provision of services under the Seller Transition Services Agreement. Parent may terminate the Seller Transition Services at any time in whole or in part and for any reason upon ten-days’ notice to the Buyer. The Seller Transition Services Agreement shall provide that all such services shall, at Parent’s or Sellers’ request, be provided to former businesses or Affiliates of Parent or Sellers that are divested, sold or otherwise transferred entitled to a third party reasonable profit beginning after the Closing Date if permitted to be operated hereunder (but not for a period beyond 270 days after the Initial Closing Date)such date.

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 XxxxxBuyer, 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 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 provision of the Transition Services. The Sellers shall bear all costs and 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 whole or in part and for any reason upon ten-days’ ' notice to Parent. (b) With respect to any Acquired Asset consisting of an Assumed IP License or Assumed Contract that is used or useful in the operation of the business(es) of the Sellers and/or their Affiliates following the Closing, and solely to the extent the conduct of such business is expressly permitted in this Agreement, upon the Sellers’ ' request, Buyer and the Purchased Entities shall provide to the Sellers and their Affiliates the benefit of such Assumed IP License or Assumed Contract pursuant to the Seller Transition Services Agreement for a term of 270 days after the Initial Closing (or, with respect to such services, such shorter or longer period as Buyer and the Sellers may agree, such agreement not to be unreasonably withheld). The Seller Transition Services Agreement shall provide that all such services 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, indemnifications 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 the other employees of the Buyer; 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 Buyer following the provision of the Transition Services. Buyer shall bear all costs and expenses related to obtaining any consents required for the provision of services under the Seller Transition Services Agreement. Parent may terminate the Seller Transition Services at any time in whole or in part and for any reason upon ten-days’ ' notice to the Buyer. The Seller Transition Services Agreement shall provide that all such services shall, at Parent’s 's or Sellers’ ' request, be provided to former businesses or Affiliates of Parent or Sellers that are divested, sold or otherwise transferred to a third party after the Closing Date if permitted to be operated hereunder (but not for a period beyond 270 days after the Initial Closing Date).

Transition Services Agreements. (a) Pursuant to the Buyer Transition Services Promptly after execution of this ------------------------------ Agreement, Parent Seller and Buyer shall jointly determine in good faith the Sellers post- closing services that will (or will cause their Affiliates to) provide to be required of Buyer, its designees and/or the Purchased Entitiesfor Seller's benefit, or Seller, for a term Buyer's benefit, and will use their reasonable efforts to agree on the terms and provisions of 270 days after the Initial Closing, as reasonably requested by Buyer, agreements embodying such services (i) or to procure agreements from third parties, as Parentthe case may be), 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 (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 Schedule 2.7the 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 “Transition Leases”"PBX Sublease"), access such Switch Sublease, Headquarters Sublease and Headquarters Roof Lease to software 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 (including 1) year following the Easyscreen software)Closing provided that (i) the number of demo phones will not exceed 50, data (ii) the demo phones will be for local calls and communications services, 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 administrative and information technology servicestransition 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, in each case provided that 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 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 provision of the Transition Services. The Sellers shall bear all costs and 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 whole or in part and for any reason upon ten-days’ notice to Parent. (b) With respect to any Acquired Asset consisting of an Assumed IP License or Assumed Contract that is used or useful in the operation of the business(es) of the Sellers and/or their Affiliates following the Closing, and solely to the extent the conduct of such business is expressly permitted in this Agreement, upon the Sellers’ request, Buyer and the Purchased Entities shall provide to the Sellers and their Affiliates the benefit of such Assumed IP License or Assumed Contract pursuant to the Seller Transition Services Agreement for agreements extend beyond a term of 270 days six (6) months after the Initial Closing (orDate, with respect to such services, such shorter or longer period as Buyer and the Sellers may agree, such agreement not to be unreasonably withheld). The Seller Transition Services Agreement shall provide that all party providing such services 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, indemnifications 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 the other employees of the Buyer; 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 Buyer following the provision of the Transition Services. Buyer shall bear all costs and expenses related to obtaining any consents required for the provision of services under the Seller Transition Services Agreement. Parent may terminate the Seller Transition Services at any time in whole or in part and for any reason upon ten-days’ notice to the Buyer. The Seller Transition Services Agreement shall provide that all such services shall, at Parent’s or Sellers’ request, be provided to former businesses or Affiliates of Parent or Sellers that are divested, sold or otherwise transferred entitled to a third party reasonable profit beginning after the Closing Date if permitted to be operated hereunder (but not for a period beyond 270 days after the Initial Closing Date)such date.

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 XxxxxBuyer, 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 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 provision of the Transition Services. The Sellers shall bear all costs and 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 whole or in part and for any reason upon ten-days’ notice to Parent. (b) With respect to any Acquired Asset consisting of an Assumed IP License or Assumed Contract that is used or useful in the operation of the business(es) of the Sellers and/or their Affiliates following the Closing, and solely to the extent the conduct of such business is expressly permitted in this Agreement, upon the Sellers’ request, Buyer and the Purchased Entities shall provide to the Sellers and their Affiliates the benefit of such Assumed IP License or Assumed Contract pursuant to the Seller Transition Services Agreement for a term of 270 days after the Initial Closing (or, with respect to such services, such shorter or longer period as Buyer and the Sellers may agree, such agreement not to be unreasonably withheld). The Seller Transition Services Agreement shall provide that all such services 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, indemnifications 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 the other employees of the Buyer; 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 Buyer following the provision of the Transition Services. Buyer shall bear all costs and expenses related to obtaining any consents required for the provision of services under the Seller Transition Services Agreement. Parent may terminate the Seller Transition Services at any time in whole or in part and for any reason upon ten-days’ notice to the Buyer. The Seller Transition Services Agreement shall provide that all such services shall, at Parent’s or Sellers’ request, be provided to former businesses or Affiliates of Parent or Sellers that are divested, sold or otherwise transferred to a third party after the Closing Date if permitted to be operated hereunder (but not for a period beyond 270 days after the Initial Closing Date).