Transition Services and Reverse Transition Services Sample Clauses

Transition Services and Reverse Transition Services. During the period following the date of this Agreement and prior to the Closing Date, the Parties shall cooperate and negotiate in good faith to cause the TSA Management Committee to (a) draft and agree to Schedule A to the Transition Services Agreement, setting forth full descriptions of the Transition Services (including, with respect to each service, a description of such service and the termination date for such service), which schedules shall be consistent with the terms of, and shall be based on the service categories and summaries set forth on Schedule A to, the form of Transition Services Agreement attached as Exhibit VII hereto, (b) in connection therewith determine TSA Delayed Assets that will be used to perform Transition Services and (c) determine whether a Reverse Transition Services Agreement is required and, if so, draft and agree to the Reverse Transition Services Agreement and Schedule A to the Reverse Transition Services Agreement, setting forth full descriptions of the Reverse Transition Services (including, with respect to each service, a description of such service and the termination date for such service).
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Transition Services and Reverse Transition Services. (a) During the period following the Signing Date and prior to the Closing Date, the Parties shall cooperate and negotiate in good faith to (i) agree to Schedule A to the Transition Services Agreement, setting forth full descriptions of the Transition Services (including, with respect to each service, a description of such service and the cost and termination date for such service), which schedules shall be consistent with the terms of, and shall be based on the service categories and summaries (including cost estimates, duration and methodologies) set forth on Schedule A to, the form of Transition Services Agreement attached as Exhibit I hereto and (ii) agree to Schedule A to the Reverse Transition Services Agreement, setting forth full descriptions of the Reverse Transition Services (including, with respect to each service, a description of such service and the cost and termination date for such service), which schedules shall be consistent with the terms of, and shall be based on the service categories and summaries (including cost estimates, duration and methodologies) set forth on Schedule A to, the form of Reverse Transition Services Agreement attached as Exhibit II hereto; provided, that, in each case, in the event the Parties do not agree to Schedule A to the Transition Services Agreement or Schedule A to the Reverse Transition Services Agreement, the summaries thereof attached as Exhibit I or Exhibit II hereto, as applicable, shall become binding on the Parties and be deemed to become Schedule A to the Transition Services Agreement or Schedule A to the Reverse Transition Services Agreement, as applicable, and provided, further, that Buyer Parent shall be entitled to exclude from Schedule A to the Transition Services Agreement any Transition Services that Buyer Parent or its Affiliates (including the Acquired Companies) will not require after Closing for so long as each Dependent Service (as defined in the Transition Services Agreement) thereof is also excluded from Schedule A, by giving written notice of such excluded services to Seller Parent no later than sixty (60) days prior to the Closing, in which case (x) such excluded services and the corresponding costs shall be deemed removed from Schedule A to the Transition Services Agreement, (y) neither Seller Parent nor its Subsidiaries shall have any further obligation to provide such excluded services under the Transition Services Agreement or otherwise, and (z) neither Buyer Parent nor any of its ...
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Transition Services and Reverse Transition Services 
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Related to Transition Services and Reverse Transition Services

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Transitional Services Contractor shall provide Transitional Services to offenders who are being released from a prison, an assessment/sanction center, prerelease center, or treatment center for up to the first 90 days of community supervision after release. A Probation and Parole Officer (PO) will determine the specific services to be provided to each offender based on the offender’s needs and individualized case plan as determined or developed by the State. The referring PO will complete an agreed upon referral form designating the services selected. Contractor will confirm availability of services, establish a start date, and return the referral form to the PO and the designated State staff.

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

  • Consultation Services The company hereby employs the consultant to perform the following services in accordance with the terms and conditions set forth in this agreement: The consultant will consult with the officers and employees of the company concerning matters relating to the management and organization of the company, their financial policies, the terms and conditions of employment, and generally any matter arising out of the business affairs of the company.

  • Information Services The Custodian may rely upon information received from issuers of Securities or agents of such issuers, information received from Subcustodians or depositories, information from data reporting services that provide detail on corporate actions and other securities information, and other commercially reasonable industry sources; and, provided the Custodian has acted in accordance with the standard of care set forth in Section 6 (a), the Custodian shall have no liability as a result of relying upon such information sources, including but not limited to errors in any such information.

  • Hosting Services 13.1 If Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract Hosts Customer Data in connection with an Acquisition, the provisions of Appendix 1, attached hereto and incorporated herein, apply to such Acquisition.

  • Transitional Services Agreement Seller shall have executed and delivered the Transitional Services Agreement.

  • Support Services HP’s support services will be described in the applicable Supporting Material, which will cover the description of HP’s offering, eligibility requirements, service limitations and Customer responsibilities, as well as the Customer systems supported.

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