Transition Services Fee. In consideration of Serono's agreement pursuant to the terms of this Agreement to provide to OSI certain services during the Initial Period, including providing Promotional Materials, training materials and other materials and providing customer support services for the Field, OSI shall pay to Serono, within ten (10) days of the Effective Date, a non-creditable and nonrefundable transition services fee of Ten Million Dollars ($10,000,000).
Transition Services Fee. The Transition Services will be provided for the fixed fee set forth in the following table (the “Transition Services Fees”): Transition Services $223,098
Transition Services Fee after the Transition Period. AstraZeneca shall complete the activities in Sections 3.1.1, 3.1.2, and 3.2 of this Termination Agreement during the Transition Period, using such diligence standards as set forth in such Sections. [*]. AstraZeneca shall keep complete and accurate financial books and records documenting [*]. Such records shall be kept in compliance with Applicable Law.
Transition Services Fee. USAA FSB shall pay Supplier a transition services fee of $20,000,000 (the “Transition Services Fee”) which shall be offset by the amounts that Supplier owes USAA FSB pursuant to Section 6(b)(iii) and any amounts payable to Supplier by USAA FSB or its Affiliate under the BMW Program from and after March 1, 2020 until the aggregate amounts otherwise payable to USAA FSB pursuant to Section 6(b)(iii) and any amounts payable to Supplier by USAA FSB or its Affiliate under the BMW Program from and after March 1, 2020 exceed the Transition Services Fee, and thereafter, Supplier shall pay to USAA FSB Program Fees in excess of the Transition Services Fee.
Transition Services Fee. Not later than December 1, 2020, Supplier shall deliver to USAA FSB a statement (“Preliminary Statement”) with reasonable and appropriate supporting documentation indicating the total amount of Program Fees and the amount of the Transition Services Fee that has been offset against amounts otherwise payable to USAA FSB pursuant to Sections 6(b)(iii) and (v) as of such date. On December 15, 2020, Supplier shall deliver to USA FSB an updated version of the Preliminary Statement (the “Final Statement”) with reasonable and appropriate supporting documentation indicating the total amount of Program Fees and the Transition Services Fee that has been offset against amounts otherwise payable to USAA FSB pursuant to Sections 6(b)(iii) and (v) as of the close of business on December 15, 2020. If the Transition Services Fee has not been fully offset against such amounts as of the close of business on December 15, 2020, then USAA FSB shall, not later than December 21, 2020, pay Supplier by wire transfer of immediately available funds an amount equal to the Transition Services Fee less the aggregate amounts otherwise payable to USAA FSB pursuant to Sections 6(b)(iii) and (v) (the “Final Transition Payment”). If the Transition Services Fee has been fully offset and Supplier owes USAA FSB amounts under Sections 6(b)(iii) and (v) in excess of the Transition Services Fee, Supplier shall, no later than December 21, 2020, pay to USAA FSB by wire transfer of immediately available funds an amount equal to such excess (the “Final Program Fee Payment”). For the avoidance of doubt, this Section 6(c)(iv) is intended to survive the termination or expiration of the Agreement or this Addendum pursuant to Section 4.5(a) of the Agreement. Notwithstanding anything herein to the contrary, USAA FSB shall have no obligation to pay all or any portion of the Final Transition Payment in the event Supplier is in breach of the Agreement in any material respect. Supplier covenants that all information and data set forth in the Preliminary Statement and Final Statement shall be true, accurate and complete in all material respects. No later than February 5, 2021, the Parties shall reasonably cooperate in good faith and make any additional payments required in order to reconcile the Final Transition Payment or Final Program Fee Payment, as applicable, against the fees payable to USAA FSB pursuant to Sections 6(b)(iii) and (v) from December 16, 2020 through January 28, 2021 that have not been paid to...
Transition Services Fee. In connection with the Merger, Merry Land hereby agrees to pay Merry Land Properties, for transition services to be provided by Merry Land Properties in connection with the Merger, a fee in the amount of $2,400,000 (the "Transition Services Fee"). The Transition Services Fee shall be due and payable by Merry Land (or by EQR as successor to Merry Land as a result of the Merger) upon and subject to the consummation of the Merger.
Transition Services Fee. In consideration of making himself available to provide such Transition Services, the Executive shall receive the sum of $500,000 (the “Transition Services Fee”), payable in three equal installments commencing on the thirtieth (30th) day after the effective date of any expiration or termination of the Employment Period pursuant to Sections 4(d), 4(e)(ii) or 4(f) and on the sixtieth (60th) and ninetieth (90th) days thereafter. In addition, the Company shall reimburse Executive for all expenses reasonably incurred by him in the performance of the Transition Services.
