Transition Services Schedules. The parties covenant and agree to use reasonable good faith efforts to complete the Services Schedules (as defined in the Transition Services Agreement) within thirty (30) days after the date hereof to include, for a transition period (not to exceed 12 months from the Closing Date or such longer period as reasonably agreed by the parties): (a) the provision of such transition services as are reasonably required to operate the Business or the Other Stations, as applicable, as currently conducted; and (b) the license on a non-exclusive basis of (i) Intellectual Property from Seller or the appropriate Seller Party to Buyer or (ii) Purchased Intellectual Property from Buyer to Seller or any of its Subsidiaries, in each case to the extent reasonably required to operate the Business or the Other Stations, as applicable, as currently conducted (it being understood that, if reasonably required, the parties will use reasonable good faith efforts to complete a customary license agreement for any such intellectual property required beyond a transition period).
Transition Services Schedules. As soon as reasonably practicable and regularly from time to time during the forty-five (45) day period following the date hereof, Buyer and Seller shall confer and negotiate in good faith to reach agreement on a definitive form of the Transition Services Schedule (as defined in the Transition Services Agreement), which shall provide additional detail in the description of the Services (as defined in the Transition Services Agreement) and the calculation of the Service Fees relating thereto in accordance with the Agreed Methodology (each as defined in the Transition Services Agreement), in accordance with the Transition Services Agreement attached to Exhibit H to this Agreement. To the extent that, notwithstanding such good faith efforts, Xxxxx and Seller are unable to agree on a mutually acceptable definitive Transition Services Schedule during such period, such unresolved matters shall be referred for resolution to Buyer’s and Seller’s respective senior personnel for the functional area to which the services relate. The definitive Transition Services Agreement entered into at the Closing shall incorporate the Transition Services Schedule as mutually agreed by Xxxxx and Seller in accordance with this Section 5.17. For clarity, during the period prior to Closing, the parties to the Transition Services Agreement will discuss planning of implementation of the Marketing Authorization Transfer Schedule (as defined in the Transition Services Agreement) after the Closing.
Transition Services Schedules. The parties hereby agree that, prior to the Closing, they shall, and shall cause their respective Affiliates to, negotiate in good faith the schedules to the Transition Services Agreement, including with respect to the applicable scope of services, payment obligations and duration, in accordance with the terms and provisions of the form of Transition Services Agreement attached hereto as Exhibit E.
Transition Services Schedules. (a) The parties agree to negotiate in good faith, in the period between the Agreement Date and the Closing (and thereafter as required), the schedule of services to be provided pursuant to the Transition Services Agreement. Subject to the terms of this Agreement and the Transition Services Agreement, the parties agree it is their mutual intent that Parent and its Affiliates continue to provide certain transition services that are currently being provided to the Businesses by or through Parent or its Affiliates (which may include, if necessary, the use of Shared Assets or Excluded Assets) and that will be reasonably necessary to continue to operate the Businesses, as they are currently conducted after the Closing (the "Transition Services"), and that the offer of the provision of the Transition Services was a material inducement to the Buyer to enter into this Agreement and that the Buyer would not have entered into this Agreement absent the offer of such Transition Services, provided, that the parties acknowledge that it is the further intention of such parties that (i) such Transition Services will only include services that are currently being provided by or through Parent or its Affiliates to the Businesses (including the use of Shared Assets or Excluded Assets which are currently used by the Businesses), (ii) the necessity of the Transition Services will be determined with regard to the reasonable ability of the Buyer to provide such services using its internal resources in the United States (to the extent applicable), and the reasonable availability of replacement services (and time and cost required to secure and implement replacement services), (iii) Buyer replace all of such Transition Services with its own internal services, or services provided by third parties, as soon as reasonably practicable after the Closing; (iv) such Transition Services shall be provided on the basis of Parent's cost for such items plus a reasonable mark-up to be mutually agreed by the parties with reference to simixxx arrangements regarding transitional services to facilitate a transaction, and (v) the provision of such Transition Services not cause unreasonable disruption of the remainder of Parent's businesses. Notwithstanding the foregoing, the Transition Services shall not include any legal or marketing services currently being provided to the Businesses.
(b) Each the Parent and Buyer shall appoint one individual who shall serve as the contact person for the purpose o...
Transition Services Schedules. From the date hereof until the Closing, the parties shall cooperate in good faith to negotiate the Service Schedules (as defined in the Transition Services Agreement) to the Transition Services Agreement, and any such mutually agreed upon schedule shall be a Service Schedule to the Transition Services Agreement (provided that the Service Schedules shall not include any services beyond those provided by Fox to the A&S Business prior to the Closing or that the A&S Business provided to Fox prior to the Closing).
