Common use of Transition Services Clause in Contracts

Transition Services. During the Transition Period, the Executive agrees to provide Transition Services (as defined herein) during regular business hours and to cooperate fully and provide additional assistance as reasonably requested by the Company and consistent with this Section 1(b). Specifically, the Executive agrees to: (i) fully inform the Company of all activities in which the Executive was involved prior to the Separation Date and of the status of any projects; (ii) transfer or otherwise make available to the Company to the extent possible, all of the Executive’s knowledge and experience regarding the Executive’s duties; (iii) accomplish a smooth transition of the Executive’s responsibilities and to cooperate with the Company through the Transition Period; and (iv) comply with this Agreement, and to act in good faith at all times in performing the services described in clauses (b)(i)-(iii) (collectively, the “Transition Services”). The Parties agree to use their commercially reasonable efforts to schedule the performance of any Transition Services at times that are mutually convenient for each Party and the Company will use its commercially reasonable efforts to provide reasonable notice to the Executive when any Transition Services will require a specific time commitment from the Executive. For clarity, the Transition Services shall exclusively be with respect to transition of duties and the Executive’s knowledge of operations on or prior to the Separation Date. The Executive acknowledges and agrees that the Executive shall receive no additional compensation for time spent assisting the Company pursuant to this Section 1(b) other than the compensation and benefits provided for in this Agreement. The Executive shall have the right to provide the Transition Services remotely. During any portion of the Transition Period after December 31, 2022, the Company shall use its best efforts to not disclose any material nonpublic information (“MNPI”) to the Executive in connection with his performance of the Transition Services and the number of hours that the Company requests the Executive to perform the Transition Services shall not exceed 20 hours per month. To the extent the Company inadvertently (or otherwise) discloses MNPI to the Executive after December 31, 2022, the Company shall promptly notify the Executive.

Transition Services. During In addition to the Transition Periodactions described in Section 13 and 14 of the Agreement, upon on the expiration or other termination of the Agreement, in whole or in part, for any reason, the Executive agrees Custodian shall continue at the Borrower’s or Managing Member’s request to perform certain terminated or expired services to facilitate an orderly transition of activities or operations performed by the Custodian to the Borrower or Managing Member or a third party designated by either of them ("Transition Assistance"). The Custodian shall provide Transition Services Assistance for up to 180 days following the expiration or termination of the services. Transition Assistance includes, without limitation, the following: (a) The Custodian shall provide the Borrower or Managing Member and any third party designated by either of them reasonable access to Custodian personnel to answer questions about the services and facilitate transition planning; (b) The Custodian shall provide a report of the status of services as defined hereinof the expiration or termination date; (c) during regular business hours The Custodian shall compile and transfer to cooperate fully the Borrower or Managing Member or a third party designated by either of them a complete copy of Borrower information then in the Custodian's possession or control that is necessary or useful to continue activities and provide additional assistance as operations supported by the services without interruption; (d) The Custodian shall perform other services reasonably requested by the Company and consistent with this Section 1(b). Specifically, the Executive agrees to: (i) fully inform the Company of all activities in which the Executive was involved prior Borrower or Managing Member to facilitate transition to the Separation Date and of Borrower or Managing Member or a third party designated by the status of any projectsBorrower or Managing Member; and (iie) transfer or otherwise make available to the Company to the extent possible, all of the Executive’s knowledge and experience regarding the Executive’s duties; (iii) accomplish a smooth transition of the Executive’s responsibilities and to cooperate with the Company through the Transition Period; and (iv) comply with this Agreement, and to act in good faith at all times in performing The Custodian shall assign Custodian personnel who regularly perform the services described in clauses (b)(i)-(iii) (collectively, the “Transition Services”). The Parties agree to use their commercially reasonable efforts to schedule the performance of any Transition Services at times that are mutually convenient for each Party and the Company will use its commercially reasonable efforts to provide reasonable notice to the Executive when any Transition Services will require a specific time commitment from the Executive. For clarity, the Transition Services shall exclusively be with respect to transition of duties and the Executive’s knowledge of operations on or prior to the Separation Date. The Executive acknowledges and agrees that the Executive shall receive no additional compensation for time spent assisting the Company pursuant to this Section 1(b) other than the compensation and benefits provided for in this Agreement. The Executive shall have the right to provide the Transition Services remotely. During any portion of the Transition Period after December 31, 2022, the Company shall use its best efforts to not disclose any material nonpublic information (“MNPI”) to the Executive in connection with his performance of the Transition Services and the number of hours that the Company requests the Executive to perform the Transition Services Assistance. Following delivery of a termination notice or other purported termination of the Agreement, the Custodian will cooperate with the Borrower to establish the scope of Transition Assistance to be provided. Fees for the Transition Assistance (“Transition Fees”) will be the lesser of the pro rata amount of the fees that would have been in effect during the relevant period or as agreed by the parties. The Custodian shall provide reasonable supporting documentation identifying the relevant resources required by the Custodian to provide the specified Transition Assistance. The Custodian acknowledges that if it were to fail or refuse to provide Transition Assistance as described in this section, the Borrower or Managing Member could be immediately and irreparably harmed and monetary compensation for the Custodian's failure or refusal to perform might not be measurable or adequate. In such circumstances, the Borrower or Managing Member shall be entitled to seek injunctive, declaratory, or other equitable relief, including specific performance of this section, and the Custodian shall not exceed 20 hours per month. To contest the extent Borrower’s or Managing Member's action for equitable remedies on the Company inadvertently (grounds that damages 608271 are an adequate remedy nor seek to have imposed on the Borrower or otherwise) discloses MNPI Managing Member any obligation to the Executive after December 31, 2022, the Company shall promptly notify the Executivepost a bond or give other security as a condition to injunctive relief.

Transition Services. During the Transition Period, the Executive agrees to provide Transition Services (as defined herein) during regular business hours and to cooperate fully and provide additional assistance as reasonably requested by the Company Companies and consistent with this Section 1(b)1. Specifically, the Executive agrees to, to the extent requested by either FFG or FFUSA: (i) fully inform the Company Companies of all activities in which the Executive was involved for the Companies prior to the Separation Date and of the status of any Company projects; (ii) transfer or otherwise make available to the Company Companies, to the extent possible, all of the Executive’s knowledge and experience regarding the Executive’s duties; (iii) use good faith efforts to accomplish a smooth transition of the Executive’s responsibilities and to cooperate with the Company Companies through the Transition Period; and (iv) comply with this Agreement, and to act in good faith at all times in performing the Transition Services (defined below). The services described in clauses (b)(i)-(iiiSections 1(b) (collectively, and 1(c) of this Agreement are referred to collectively as the “Transition Services”). The Parties agree to use their commercially reasonable efforts to schedule the performance of any Transition Services at times that are mutually convenient for each Party and the Company Companies will use its commercially reasonable efforts to provide reasonable notice to the Executive when any Transition Services will require a specific time commitment from the Executive. For clarity, the Transition Services shall exclusively be with respect to transition of duties and the Executive’s knowledge of operations on or prior to the Separation Date. The Executive acknowledges and agrees that the Executive shall receive no additional compensation for time spent assisting the Company Companies pursuant to this Section Sections 1(b) and 1(c) other than the compensation and benefits provided for in this AgreementAgreement and reimbursement of any business expenses incurred in connection with the Transition Services. The Executive shall have the right to may provide the Transition Services remotely. During any portion of the Transition Period after December 31, 2022, the Company shall use its best efforts to not disclose any material nonpublic information (“MNPI”) to the Executive in connection with his performance of the Transition Services and the The number of hours that the Company requests Companies’, in aggregate, request the Executive to perform the Transition Services shall not exceed 20 40 hours per month. To the extent the Company inadvertently (or otherwise) discloses MNPI to the Executive after December 31, 2022, the Company shall promptly notify the Executive.

Transition Services. During Upon GCHP's request during the Term (defined below) and at any time during the first six (6) months following the expiration or termination of this Agreement (“Transition Period”), the Executive agrees to provide Transition Services (as defined herein) during regular business hours and to cooperate fully and provide additional assistance as reasonably requested by the Company and consistent with this Section 1(b). Specifically, the Executive agrees to: (i) fully inform the Company of all activities in which the Executive was involved prior to the Separation Date and of the status of any projects; (ii) transfer or otherwise Contractor shall make available to GCHP all services necessary for an orderly migration to GCHP or a replacement contractor designated by GCHP including providing at no cost or expense to GCHP all GCHP files in HTML format (or such other mutually agreed format) and all data and other property of GCHP that are in the Company to the extent possiblepossession of Contractor, all of the Executive’s knowledge its employees, agents and experience regarding the Executive’s duties; subcontractors (iii) accomplish a smooth transition of the Executive’s responsibilities and to cooperate with the Company through the Transition Period; and (iv) comply with this Agreement, and to act in good faith at all times in performing the services described in clauses (b)(i)-(iii) (collectively, the “Transition Services”). The Parties agree to use their commercially reasonable efforts to schedule the performance of any Transition Services at times that are mutually convenient for each Party and the Company will use its commercially reasonable efforts to provide reasonable notice to the Executive when any Transition Services will require a specific time commitment from the Executive. For clarity, the Transition Services shall exclusively be with respect to transition of duties and the Executive’s knowledge of operations on or prior to the Separation Date. The Executive acknowledges and agrees that the Executive shall receive no additional compensation for time spent assisting the Company pursuant to this Section 1(b) other than the compensation and benefits provided for in this Agreement. The Executive shall have the right to provide the Transition Services remotely. During any portion of the Transition Period after December 31, 2022, the Company Contractor shall use its best efforts to not disclose facilitate a complete and efficient transfer of all Services to GCHP or its designated agents to ensure the smooth and continued operation of Services. Contractors shall reasonably cooperate with GCHP and any material nonpublic information of its contractors and agents, including any successor contractor during the Transition Period. The Transition Services include: (“MNPI”i) providing technical support and assistance with transition to complete a controlled transition to GCHP or successor contractor; (ii) cooperating with the Executive successor contractor while providing all required Runout Services (as defined in connection the SOW), to include meeting with his performance the successor and devising work schedules that are agreeable for GCHP, Contractor and the successor contractor; (iii) including GCHP and successor contractor staff in the design of any program changes underway during the Runout Period (as defined in the SOW) - Contractor must clearly identify each change and provide all updated user documentation that may result from system changes; (iv) transferring all data (including historical file with paid claims), including back-up data, to GCHP or a successor contractor, as directed by GCHP; (v) providing operations and technical applications walk-throughs with GCHP and successor contractor staff; and (vi) maintaining existing service levels and service level agreements throughout Transition Period for normal execution of the Transition Services and Services, as set forth in the number of hours that the Company requests the Executive applicable SOW. Contractor shall provide transition assistance utilizing Contractor personnel then being regularly used to perform the Transition Services Services. For transition assistance (excluding the return of GCHP files, data and other property) for which there is a predetermined Charge (defined below) in a SOW, such pre-determined Charge shall apply. For transition assistance for which there is no predetermined Charge in an SOW, Contractor shall charge its then-current hourly rates, less a twenty-five percent (25%) discount. In the event GCHP terminates this Agreement or any SOW due to Contractor’s breach of this Agreement or the applicable SOW, Contractor shall not exceed 20 hours per monthbe entitled to any compensation or remuneration for transition services provided by Contractor during the Transition Period. To Non-Exclusivity. GCHP retains the extent right at all times to negotiate terms and enter contracts with any other person or entity for services that are the Company inadvertently (same or otherwise) discloses MNPI similar to the Executive after December 31, 2022, the Company shall promptly notify the ExecutiveServices without notice to Contractor and without incurring any liability by virtue thereof.

Transition Services. During (a) Covance shall provide, or cause to be provided, to the Purchaser, solely for the benefit of the Company, such intercompany services as set forth in Exhibit 6.12 (each a "Transition Service" and collectively, the "Transition Services") for a period beginning on the Closing Date and through the end of the term set forth in Exhibit 6.12 for each Transition Service (the "Transition Period") to the extent such Transition Services are requested from time to time by the Purchaser or the Company during the Transition Period. Covance shall use reasonable best efforts to provide, or cause to be provided, the Executive Transition Services during the Transition Period in a manner generally consistent with the manner and level of care with which such services were previously performed by Covance and its Affiliates in the conduct of the Business. The Purchaser shall use its reasonable efforts to replace the Transition Services with equivalent services as soon as practicable, and in any event, prior to the expiration of the Transition Period. (b) The Purchaser hereby agrees to comply, and cause its Affiliates to comply, in all material respects with the conditions set forth in Exhibit 6.12 for each Transition Service during the relevant Transition Period. The Purchaser agrees that Covance and its Affiliates shall have no responsibility for claims by third parties arising out of, or relating to, any breach by the Purchaser or any of its Affiliates of any of the conditions set forth in Exhibit 6.12 and the Purchaser shall indemnify Covance and its Affiliates with respect to any such claims. (c) The Purchaser shall pay Covance the charge for each Transition Service set forth in Exhibit 6.12. Covance will present the Purchaser with monthly invoices for the amounts due. The Purchaser shall pay, or cause to be paid, each invoice within thirty days of the date of delivery of the invoice to the Purchaser. Any late payment shall bear interest from the thirtieth day after the date of the invoice (the "Payment Due Date") through the date of payment at the rate of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Payment Due Date to the date of such payment plus 2%. (d) The Purchaser shall be entitled, upon reasonable prior notice, to have reasonable access during business hours to the records of Covance relating to the Transition Services or to those records of any Affiliate of Covance providing the Transition Services solely for the purpose of verifying the accuracy of charges for the Transition Services, provided such access shall not unreasonably interfere with the business of Covance and its Affiliates. Any information obtained under this Section 6.12 shall be kept confidential in accordance with Section 6.04. (e) The obligations of Covance to provide Transition Services (as defined herein) shall be suspended during regular business hours any period, and to cooperate fully the extent, in which Covance is prevented or hindered from complying therewith by any Law or Governmental Order or by any cause beyond the reasonable control of Covance, including, without limitation, acts of God, civil disturbances, acts of war or conditions arising out of or attributable to war (whether declared or undeclared), shortage of necessary equipment, materials or labor, or restrictions thereon or limitations upon the use thereof. In such event, Covance shall give notice of suspension and provide additional assistance the cause thereof, and Covance shall resume the performance of such obligations as soon as reasonably requested by practicable after the Company and consistent with this Section 1(b). Specifically, removal of the Executive agrees to: cause. (if) fully inform the Company of all activities in which the Executive was involved prior Notwithstanding anything to the Separation Date and of the status of any projects; (ii) transfer or otherwise make available to the Company to the extent possible, all of the Executive’s knowledge and experience regarding the Executive’s duties; (iii) accomplish a smooth transition of the Executive’s responsibilities and to cooperate with the Company through the Transition Period; and (iv) comply with contrary in this Agreement, and neither Covance nor any of its Affiliates or any of their respective officers, directors, employees, agents, representatives or attorneys-in-fact shall be liable to act the Purchaser or the Company for any action taken or omitted to be taken by it or such person under or in good faith at all times in performing connection with the services described in clauses (b)(i)-(iii) (collectively, the “Transition Services”). The Parties agree to use their commercially reasonable efforts to schedule the performance provision of any Transition Services at times that are mutually convenient for each Party and the Company will use its commercially reasonable efforts to provide reasonable notice to the Executive when any Transition Services will require a specific time commitment from the Executive. For clarity, the Transition Services shall exclusively be with respect to transition of duties and the Executive’s knowledge of operations on or prior to the Separation Date. The Executive acknowledges and agrees that the Executive shall receive no additional compensation for time spent assisting the Company pursuant to this Section 1(b) other than 6.12, except that Covance shall be liable for direct losses incurred by the compensation and benefits provided for in this Agreement. The Executive shall have the right to provide the Transition Services remotely. During any portion Purchaser arising out of the Transition Period after December 31gross negligence or willful misconduct of Covance or its respective officers, 2022directors, employees, agents or attorneys-in-fact in the Company shall use its best efforts to not disclose any material nonpublic information (“MNPI”) to the Executive in connection with his performance of the Transition Services and the number of hours that the Company requests the Executive to perform the Transition Services shall not exceed 20 hours per month. To the extent the Company inadvertently (or otherwise) discloses MNPI to the Executive after December 31, 2022, the Company shall promptly notify the ExecutiveServices.

Transition Services. During (1) The Vendor shall, during the Transition Period, period commencing on the Executive agrees to provide Transition Services (as defined herein) during regular business hours date hereof and to cooperate fully and provide additional assistance as reasonably requested by ending upon the Company and consistent with this Section 1(b). Specifically, the Executive agrees to: earlier of (i) fully inform the Company of all activities in which date that is six months following the Executive was involved prior to the Separation Date Closing and of the status of any projects; (ii) transfer or otherwise make available to the Company to the extent possible, all date of the Executive’s knowledge and experience regarding the Executive’s duties; (iii) accomplish a smooth transition termination of the Executive’s responsibilities and to cooperate with the Company through the Transition Period; and (iv) comply with this AgreementCCAA Proceedings, and to act in good faith at all times in performing the services described in clauses (b)(i)-(iii) (collectively, the “Transition Services”). The Parties agree to use their commercially reasonable efforts to schedule the performance of any Transition Services at times that are mutually convenient for each Party and the Company will use its commercially reasonable efforts to provide such services and assistance to the Purchaser as the Purchaser may reasonably request to facilitate the transition of the Purchased Business to the Purchaser, including, as requested, IT support, accounting services, consulting services, insurance administration, intellectual property administration, litigation support and shared facilities (the “Transitional Services”). The Parties acknowledge the transitional nature of the Transitional Services. Accordingly, as promptly as practicable following the execution of this Agreement, the Purchaser agrees to use commercially reasonable efforts to transition of each Transitional Service to its own internal organization or to obtain alternate third-party sources (at the Purchaser’s expense) to provide the Transitional Services, and the Vendor and the Corporation agree to use commercially reasonable efforts to assist the Purchaser in connection therewith. (2) Without limiting the generality of the foregoing, following Closing, the Vendor will use commercially reasonable efforts to make the individuals set forth in Section 6.16 of the Disclosure Letter (other than any employees of the Corporation) available to provide Transitional Services to the extent requested by the Purchaser. Notwithstanding the foregoing, during the Transition Services period set forth in Section 6.16(1) the Parties agree that neither the Vendor nor any of its affiliates shall have any obligation to (a) hire replacements for employees that resign, retire or are fired “for cause” or hire additional employees or (b) subject to Section 6.9, enter into retention agreements with employees or otherwise provide any incentive beyond payment of regular salary and benefits. (3) The Purchaser shall reimburse the Vendor, on a “cost-pass-through” basis, for the cost of the Transitional Services provided by the Vendor following Closing as requested by the Purchaser. (4) The Purchaser may terminate any Transitional Service, in whole and not in part, upon thirty (30) days’ notice to the Executive when Vendor in writing of any Transition Services will require a specific time commitment from such determination. Upon the Executive. For claritytermination of any Transitional Services, the Transition Vendor shall have no further obligation to provide the applicable terminated Transitional Services shall exclusively be with respect to transition of duties and the Executive’s knowledge Purchaser will have no obligation to pay any future compensation relating to such Transitional Services (other than costs required to be paid by the Purchaser pursuant to Section 6.16 in respect of operations on or Transitional Services already provided and received by the Purchaser prior to the Separation Date. such termination). (5) The Executive acknowledges Vendor represents, warrants and agrees that the Executive Transitional Services shall receive no additional compensation for time spent assisting be provided in good faith, in accordance with Law and with the Company pursuant to this Section 1(b) other than same standard of care as historically undertaken by or on behalf of the compensation and benefits provided for in this AgreementVendor. The Executive shall have the right to provide the Transition Services remotely. During any portion of the Transition Period after December 31, 2022, the Company shall Vendor will use its best commercially reasonable efforts to not disclose any material nonpublic information (“MNPI”) to the Executive in connection with his performance of the Transition Services assign sufficient resources and the number of hours that the Company requests the Executive qualified personnel as are reasonably required to perform the Transition Transitional Services shall not exceed 20 hours per month. To in accordance with the extent standards set forth in the Company inadvertently (or otherwise) discloses MNPI preceding sentence, but subject to the Executive after December 31, 2022, the Company shall promptly notify the Executiveother terms and conditions of this Section 6.16.

Transition Services. During (a) Between the Coinsurance Effective Date and the Transition PeriodDate, the Executive agrees Companies shall continue to service the Treaties, Existing Retrocession Agreements and Ancillary Agreements (including without limitation any of such agreements that have been assigned or novated to either Retrocessionaire) in a manner consistent with their current practices. (b) Within thirty (30) days following the end of each calendar month ending between the Coinsurance Effective Date and the Transition Date, the Companies will provide Transition Services (as defined herein) during regular business hours and to cooperate fully and provide additional assistance as reasonably requested the Retrocessionaires the information needed by the Company and consistent with Retrocessionaires for reporting the Treaties on the Retrocessionaires’ statutory financial statements. The report will be in a form mutually agreed upon by the parties. (c) From the date of this Agreement to the Transition Date, the Companies shall use commercially reasonable efforts to assist the Retrocessionaires in preparing to transition the administration of the Treaties from the Companies to the Retrocessionaires on the Transition Date. (d) As consideration for the services provided by the Companies pursuant to this Section 1(b5.4 (the “Company Services”). Specifically, the Executive agrees toRetrocessionaires shall pay or reimburse the Companies: (i) fully inform $30,000 per month, prorated for any portion of a month, for Company Services provided by the Company, and (ii) for Company Services provided by third parties not affiliated with either Company, at the actual costs charged by such third parties, provided that the provision of all activities such services by a third party (including an appropriate adjustment of the monthly fee contemplated by clause (i) above) is approved in advance by the Retrocessionaires. The Retrocessionaires acknowledge that, while a reduction in the monthly fee contemplated by clause (i) above is appropriate in the event any Company Service currently provided by the Companies (or an affiliate of the Companies) is moved to a third party, there may be circumstances in which the Executive was involved prior aggregate amount paid by the Retrocessionaires for Company Services may exceed $30,000. For as long as the Companies are obligated to perform any Company Services, not later than twenty (20) days following the end of each calendar month, the Companies shall submit to the Separation Date and Retrocessionaires in writing an invoice for the Company Services performed by the Companies during the preceding month that sets forth, in reasonable detail, costs for services provided by unaffiliated third parties. The Retrocessionaires shall pay the aggregate amount shown on each such invoice no later than ten (10) days after receipt of the status of any projects; (ii) transfer or otherwise make available to the Company to the extent possible, all of the Executive’s knowledge and experience regarding the Executive’s duties; (iii) accomplish a smooth transition of the Executive’s responsibilities and to cooperate with the Company through the Transition Period; and (iv) comply with this Agreementinvoice, and to act in good faith any monthly payment that is not so paid shall bear interest from such due date until the date paid at all times in performing the services described in clauses (b)(i)-(iii) (collectively, the “Transition Services”). The Parties agree to use their commercially reasonable efforts to schedule the performance of any Transition Services at times that are mutually convenient for each Party and the Company will use its commercially reasonable efforts to provide reasonable notice to the Executive when any Transition Services will require a specific time commitment from the Executive. For clarity, the Transition Services shall exclusively be with respect to transition of duties and the Executive’s knowledge of operations on or prior to the Separation Date. The Executive acknowledges and agrees that the Executive shall receive no additional compensation for time spent assisting the Company pursuant to this Section 1(b) other than the compensation and benefits provided for in this Agreement. The Executive shall have the right to provide the Transition Services remotely. During any portion of the Transition Period after December 31, 2022, the Company shall use its best efforts to not disclose any material nonpublic information (“MNPI”) to the Executive in connection with his performance of the Transition Services and the number of hours that the Company requests the Executive to perform the Transition Services shall not exceed 20 hours per month. To the extent the Company inadvertently (or otherwise) discloses MNPI to the Executive after December 31, 2022, the Company shall promptly notify the ExecutiveTreasury Rate.

Transition Services. (a) From the entry of the Sale Order with Purchaser as the Successful Bidder, and through the date that is 90 days after the Closing, Seller shall, and shall cause its Subsidiaries and their respective representatives to, cooperate in good faith and use their respective commercially reasonable efforts to assist Purchaser and its Affiliates and representatives with the transition of the Business to Purchaser. Such transition assistance shall include making available to Purchaser, its Affiliates and/or their respective representatives (i) appropriate knowledgeable business, operations, and administration personnel and any other personnel, including for transition meetings with the appropriate personnel, (ii) transition support for all systems related to the Business, including emails, databases and all other IT infrastructure and (iii) any other support that in each case is reasonably necessary for such transition and to ensure the Business continues to operate uninterrupted as presently conducted on the Agreement Date and at all times from the consummation of the Prior Transaction through the Agreement Date; provided, that such transition assistance shall not unreasonably interfere with the business of Seller or its Affiliates. Seller and Purchaser agree that any transition assistance provided pursuant to this Section 6.10(a) will be billed to Purchaser at an amount equal to Seller’s costs in providing such transition assistance plus 20%. (b) To the extent that the Everyday Health Transaction is consummated, Purchaser shall assume the Transition Services Agreement (as defined in the Everyday Health Transaction Agreement) as Transition Services Provider thereunder, subject to Purchaser’s reasonable review and comment of such agreement prior to execution thereof. For the avoidance of doubt, Purchaser’s obligations thereunder shall be not be more burdensome than those set forth in Section 6.10(c). (c) From the entry of the Sale Order with Purchaser as the Successful Bidder, and through the date that is 90 days after the Closing, Purchaser shall, and shall cause its subsidiaries and their respective representatives to, cooperate in good faith and use their respective commercially reasonable efforts to assist Seller and its Affiliates and representatives with the transition of the Business to Purchaser, including the continuation of Seller’s functions not related to the Business previously provided by Transferred Employees. Such transition assistance shall include making available to Seller, its Affiliates and/or their respective representatives (i) appropriate knowledgeable business, operations, and administration personnel and any other personnel, including for transition meetings with the appropriate personnel, (ii) transition support for all systems included in the Transferred Assets, including emails, databases and all other IT infrastructure and (iii) any other support that in each case is reasonably necessary for such transition and to ensure Seller’s functions not related to the Business continue to operate uninterrupted as presently conducted on the Agreement Date and at all times from the consummation of the Prior Transaction through the Agreement Date; provided, that such transition assistance shall not unreasonably interfere with the business of Purchaser or its Affiliates. Seller and Purchaser agree that any transition assistance provided pursuant to this Section 6.10(c) will be billed to Seller at an amount equal to Purchaser’s costs in providing such transition assistance plus 20%. (d) Purchaser acknowledges that (i) as between the Seller and Purchaser, Seller exclusively owns the Seller Marks and, (ii) except pursuant to the license granted in this Section 6.10(d), neither Purchaser nor any of its Affiliates shall have any right to use the Seller Marks. Seller hereby grants to Purchaser a non-exclusive, fully paid-up, royalty-free, non-sublicensable, non-transferable right and license to use the Seller Marks solely within North America and solely for the operation of the Business in the same manner as the Seller Marks were used in the Business immediately prior to the Closing Date (the “Reference Period”) for a period of up to ninety (90) days following the Closing Date (the “Seller Marks Transition Period”). During the Seller Marks Transition Period, Purchaser may use and distribute all of the Executive agrees to provide Business’s existing signage, business cards, letterhead, invoice forms, advertising, sales, marketing and promotional materials, and other similar documents and materials containing or bearing any Seller Mark, in each case included in the Transferred Assets as of the Closing Date (“Existing Stock”) in connection with the continued operation of the Business during the Seller Marks Transition Services (as defined herein) during regular business hours and to cooperate fully and provide additional assistance as reasonably requested by the Company and Period solely in a manner consistent with this Section 1(b)the Seller’s operation of the Business immediately prior to the Closing Date. SpecificallyPromptly after the Seller Marks Transition Period, Purchaser and its Affiliates shall cease using the Executive agrees to: Seller Marks and shall remove or obliterate all Seller Marks from the remaining Existing Stock, except that Purchaser may retain, solely for its internal business purposes, records, and other historical or archived documents containing or referencing the Seller Marks. Purchaser shall use the Seller Marks only in a form and manner consistent with, and in connection with goods and services of a level of quality equal to or greater than the quality of goods and services offered in connection with, Seller’s use of the Seller Marks immediately prior to the Closing Date. Any and all goodwill arising from Purchaser’s or its Affiliates’ use of the Seller Marks shall inure solely to Seller’s benefit. Notwithstanding anything herein to the contrary, Purchaser and its applicable Affiliates shall not be required to hide, edit, modify or remove the Seller Marks (i) fully inform the Company of all activities in which the Executive was involved prior from any software owned by or licensed to the Separation Business or included in the Transferred Assets (“Transferred Software”) until the later of (A) the next actual major release date of such Transferred Software and (B) nine (9) months after the Closing Date and (such date, for each such item of Transferred Software, the status of any projects“Wind-Down Date”); (ii) transfer or otherwise make available that are incorporated in any existing Transferred Software installed prior to the Company Wind-Down Date using an instance installed prior to the extent possible, all of Wind-Down Date for which the Executive’s knowledge and experience regarding the Executive’s dutiescustomer or licensed user has elected not to update such Transferred Software with a new release; or (iii) accomplish a smooth transition that are not visible by the customer, licensed user or any third party at any time during the installation, operation or use of the Executive’s responsibilities and to cooperate with the Company through the Transition Period; and (iv) comply with this Agreement, and to act in good faith at all times in performing the services described in clauses (b)(i)-(iii) (collectively, the “Transition Services”). The Parties agree to use their commercially reasonable efforts to schedule the performance of any Transition Services at times that are mutually convenient for each Party and the Company will use its commercially reasonable efforts to provide reasonable notice to the Executive when any Transition Services will require a specific time commitment from the Executive. For clarity, the Transition Services shall exclusively be with respect to transition of duties and the Executive’s knowledge of operations on or prior to the Separation Date. The Executive acknowledges and agrees that the Executive shall receive no additional compensation for time spent assisting the Company pursuant to this Section 1(b) other than the compensation and benefits provided for in this Agreement. The Executive shall have the right to provide the Transition Services remotely. During any portion of the Transition Period after December 31, 2022, the Company shall use its best efforts to not disclose any material nonpublic information (“MNPI”) to the Executive in connection with his performance of the Transition Services and the number of hours that the Company requests the Executive to perform the Transition Services shall not exceed 20 hours per month. To the extent the Company inadvertently (or otherwise) discloses MNPI to the Executive after December 31, 2022, the Company shall promptly notify the ExecutiveTransferred Software.

Transition Services. During Beginning on the Transition PeriodAgreement Date and continuing until the start date of the Company’s new CFO, anticipated to be no later than July 31, 2023 (as applicable, the “CFO Transition Date”), Executive agrees to provide Transition Services (continue to serve as defined herein) during regular business hours and to cooperate fully the Company’s CFO and provide additional assistance services consistent with Executive’s role as reasonably requested by CFO, including, but not limited to, the execution of the Company’s financial documents and certifications required to be filed with the Securities Exchange Commission, subject to customary standards, and reasonable transition services to the Company, or such other reasonable services as the Company and consistent with this Section 1(b). Specificallymay request, including, but not limited to, the transitioning of Executive’s responsibilities in good faith. Executive confirms that Executive’s decision to enter into this Agreement is not the result of any disagreement regarding the Company’s financial statements or disclosures, and that as of the date hereof, Executive is not aware of any reason Executive would not be able to sign any documents or certifications required to be filed with the Securities and Exchange Commission or that may become required to be so filed. Further, Executive agrees to: (i) fully that Executive will inform the Company of all activities in which the Executive was involved prior to the Separation Date and of the status of promptly if at any projects; (ii) transfer or otherwise make available time while providing services to the Company Executive becomes aware of any reason why, had Executive remained Chief Financial Officer, Executive would not have been able to sign any applicable documents or certifications required to be filed with the extent possibleSecurities and Exchange Commission. Executive will cease to serve as the Company’s CFO on the CFO Transition Date and, all as of the Executive’s knowledge and experience regarding the Executive’s duties; (iii) accomplish such date, will no longer be considered a smooth transition of the Executive’s responsibilities and to cooperate Section 16 Executive Officer. Executive will continue in full-time employment with the Company as an Executive Vice President of Workday, subject to applicable policies, through and including July 31, 2023 (or such earlier date as determined by the Company’s Chief People Officer) and thereafter will be regularly available to provide reasonable transition services to the Company, or such other reasonable services as the Company may request, through and including November 1, 2023. Executive’s period of employment from the Agreement Date through November 1, 2023 is referred to herein as the “Transition Period; and (iv) comply with this Agreement”, and to act in good faith at all times in performing the services described in clauses (b)(i)-(iii) (collectively, provided during such period are referred to herein as the “Transition Services”). The Parties agree to use their commercially reasonable efforts to schedule the performance of any Transition Services at times that are mutually convenient for each Party and Executive’s employment with the Company will use its commercially reasonable efforts to provide reasonable notice to terminate on the Executive when any Transition Services will require a specific time commitment from the Executive. For clarity, the Transition Services shall exclusively be with respect to transition of duties and the Executive’s knowledge of operations on or prior to the Separation Date. The Executive acknowledges and agrees that the Executive shall receive no additional compensation for time spent assisting the Company pursuant to this Section 1(b) other than the compensation and benefits provided for in this Agreement. The Executive shall have the right to provide the Transition Services remotely. During any portion final day of the Transition Period after December 31Period, 2022, the Company shall use its best efforts to not disclose any material nonpublic information (“MNPI”) unless terminated on an earlier date pursuant to the Executive in connection with his performance terms of this Agreement (the Transition Services and the number of hours that the Company requests the Executive to perform the Transition Services shall not exceed 20 hours per month. To the extent the Company inadvertently (or otherwise) discloses MNPI to the Executive after December 31, 2022, the Company shall promptly notify the Executive“Separation Date”).

Transition Services. During To facilitate an orderly transfer of responsibility from Contractor to Client or Client’s designee upon the Transition Periodexpiration or termination of this Agreement (irrespective of the reason for any termination or expiration), the Executive agrees Contractor will provide, for a period of up to provide Transition Services six (as defined herein6) during regular business hours and to cooperate fully and provide additional assistance as reasonably requested by the Company and consistent months, transition services in accordance with this Section 1(b). Specifically, the Executive agrees to: (i) fully inform the Company of all activities in which the Executive was involved prior to the Separation Date 16.8 and Section 7.15 of the status RFR, including, without limitation, a dedicated “Configuration Manager” for a period of any projects; three (ii3) transfer or otherwise make available to the Company to the extent possible, all of the Executive’s knowledge and experience regarding the Executive’s duties; full calendar weeks (iii) accomplish a smooth transition of the Executive’s responsibilities and to cooperate with the Company through the Transition Period; and (iv) comply with this Agreement, and to act in good faith at all times in performing the services described in clauses (b)(i)-(iii) (collectively, the “Transition Services”). The Parties Such Configuration Manager shall be responsible for (i) the transition of the Services that Contractor or any Subcontractors were performing at the time of termination to Client, or to any replacement provider designated by Client, without any material interruption of, or material adverse impact on, the Services (including with respect to all Deliverables provided to Client hereunder); (ii) cooperating with Client and its designee of Client’s choosing to provide information regarding the Services and Deliverables or as otherwise needed for transition, including information regarding extension of software licenses, data conversion, interface specifications and related professional services; and (iii) providing for the prompt or orderly conclusion of all Services as Client may direct, including completion or partial completion of Software Deliverables, documentation of work in progress and other reasonable measures to assure an orderly transition to Client or its designee. For the avoidance of doubt, the parties acknowledge and agree to use their commercially reasonable efforts to schedule that Transition Services shall not include the performance initiation of any new tasks and/or Change Requests hereunder for which Services are not being provided by Contractor at the time of expiration or termination of this Agreement. All Transition Services at times that are mutually convenient for each Party shall be deemed to be part of the Services required by this Agreement and the Company will use its commercially reasonable efforts RFR and shall be performed by Contractor at no additional cost to provide reasonable notice Client except in the event this Agreement is terminated by Contractor pursuant to the Executive when any Section 16.3(b), in which case Contractor shall be compensated for such Transition Services in accordance with the Hourly Rates set forth on Exhibit E. With respect to Contractor’s provision of Transition Services upon the natural expiration of this Agreement, Contractor will require a specific time commitment from the Executive. For clarity, begin providing the Transition Services shall exclusively be with respect to transition during the last month of duties and the Executive’s knowledge of operations on or prior to the Separation DateWarranty Period. The Executive acknowledges and agrees that the Executive shall receive no additional compensation for time spent assisting the Company pursuant to Nothing in this Section 1(b) shall require Contractor to provide Contractor Confidential Information to any party other than the compensation and benefits provided for a party who has signed a confidentiality agreement with provisions at least as protective as those set forth in this Agreement. The Executive shall have the right to provide the Transition Services remotely. During any portion of the Transition Period after December 31, 2022, the Company provided that Contractor shall use its best efforts to not disclose require any material nonpublic information (“MNPI”) such third party to enter into such an agreement in order for the Executive in connection with his performance orderly termination of this Agreement and transition of the Transition Services and the number of hours that the Company requests the Executive to perform the Transition Services shall not exceed 20 hours per month. To the extent the Company inadvertently (or otherwise) discloses MNPI to the Executive after December 31, 2022, the Company shall promptly notify the Executivesuch third party.

Transition Services. During the period beginning on the Effective Date and ending on the Commencement Date (the “Transition Period”), Manager shall perform the portion of the Lead Market Participant Services, the Executive agrees to provide Transition Marketing Services (as defined herein) during regular business hours and to cooperate fully and provide additional assistance as reasonably requested by the Company and consistent with Emission Compliance Services described in this Section 1(b). Specifically, the Executive agrees to: (i) fully inform the Company of all activities in which the Executive was involved prior to the Separation Date and of the status of any projects; (ii) transfer or otherwise make available to the Company to the extent possible, all of the Executive’s knowledge and experience regarding the Executive’s duties; (iii) accomplish a smooth transition of the Executive’s responsibilities and to cooperate with the Company through the Transition Period; and (iv) comply with this Agreement, and to act in good faith at all times in performing the services described in clauses (b)(i)-(iii3(e) (collectively, the “Transition Services”). The Parties agree to use their commercially reasonable efforts to schedule the performance of any Transition Services at times that are mutually convenient for each Party and the Company will use its commercially reasonable efforts to provide reasonable notice to the Executive when any Transition Services will require a specific time commitment from the Executive. For clarity, the Transition Services shall exclusively be include: (i) with respect to transition Lead Market Participant Services, advising and assisting MIRA with respect to the completion, execution and filing with the appropriate Person(s), the documents necessary to transfer Lead Market Participant status and Generation Asset Owner status to Manager, so that Manager may commence performance of duties the balance of the Lead Market Participant Services on the Commencement Date; (ii) with respect to Marketing Services, creating the Marketing Strategy for the First Contract Year, and advising and assisting MIRA with respect to (A) the determination as to whether MIRA shall participate in the 2016-2017 Winter Forward Reserve Auction for the Winter Commitment Period beginning October 1, 2016 on the Commencement Date (the “Initial Forward Reserve Auction”), and (B) bidding the JTF into the Initial Forward Reserve Auction if MIRA determines to so bid the JTF; and (iii) with respect to the Emission Compliance Services, meeting with MIRA and the Executive’s knowledge of operations on or prior to Operator for the Separation Datepurposes described in Section 11(b). The Executive acknowledges and agrees that the Executive shall receive no additional compensation for time spent assisting the Company pursuant to this Section 1(b) other than the compensation and benefits provided for in this Agreement. The Executive shall have the right to provide During the Transition Services remotely. During any portion of the Transition Period after December 31Period, 2022, the Company Manager shall use its best efforts appraise MIRA as necessary with respect to not disclose any material nonpublic information (“MNPI”) to the Executive in connection with his Manager’s performance of the Transition Services and shall in any event meet with MIRA at least weekly during the number Transition Period or at such other times as the Parties may agree (which meetings may be conducted virtually using appropriate technology), to review Manager’s progress with respect to its performance of hours the Transition Services and to receive any MIRA directions with respect to the Transition Services. Manager shall complete the Transition Services on or before July 1, 2016. Manager acknowledges that the Company requests the Executive to perform its provision of the Transition Services shall not exceed 20 hours per month. To require Manager to work with one or more Third Parties (including the extent Operator), and Manager agrees to so work with such Third Parties; provided, however, that Manager shall have no liability to MIRA hereunder as the Company inadvertently (or otherwise) discloses MNPI result of the failure by any Third Party to the Executive after December 31cooperate with Manager, 2022, the Company shall promptly notify the Executivenotwithstanding Manager’s commercially reasonable efforts with respect thereto.

Transition Services. During (a) Each of Seller and Purchaser shall negotiate and cooperate in good faith and use its reasonable best efforts to identify and agree to the Transition Period, the Executive agrees to provide Transition Services (as defined hereinin the Transition Services Agreement) during regular business hours and to cooperate fully and provide additional assistance as reasonably requested by be provided under the Company and consistent with this Section 1(b). Specifically, the Executive agrees to: (i) fully inform the Company of all activities in which the Executive was involved Transition Services Agreement prior to the Separation Date and Closing. The Transition Services Agreement may be assigned to the Transition Services Provider. (b) From the entry of the status of any projects; (ii) transfer or otherwise make available to Sale Order with Purchaser as the Company to the extent possibleSuccessful Bidder, all of the Executive’s knowledge and experience regarding the Executive’s duties; (iii) accomplish a smooth transition of the Executive’s responsibilities and to cooperate with the Company through the Transition Period; and (iv) comply with this Agreementdate that is 90 days after the Closing, Purchaser shall, and to act shall cause its subsidiaries and their respective representatives to, cooperate in good faith at all times in performing the services described in clauses (b)(i)-(iii) (collectively, the “Transition Services”). The Parties agree to and use their respective commercially reasonable efforts to schedule assist Seller and its Affiliates and representatives with the performance transition of any Transition Services at times that are mutually convenient for each Party and the Company will use its commercially reasonable efforts Business to provide reasonable notice Purchaser, including the continuation of Seller’s functions not related to the Executive when Business previously provided by Transferred Employees. Such transition assistance shall include making available to Seller, its Affiliates and/or their respective representatives (i) appropriate knowledgeable business, operations, and administration personnel and any Transition Services will require a specific time commitment other personnel, including for transition meetings with the appropriate personnel, (ii) transition support for all systems included in the Transferred Assets, including emails, databases and all other IT infrastructure and (iii) any other support that in each case is reasonably necessary for such transition and to ensure Seller’s functions not related to the Business continue to operate uninterrupted as presently conducted on the date hereof and at all times from the Executiveconsummation of the Prior Transaction through the date hereof; provided, that such transition assistance shall not unreasonably interfere with the business of Purchaser or its Affiliates. For clarity, the Transition Services shall exclusively be with respect to Seller and Purchaser agree that any transition of duties and the Executive’s knowledge of operations on or prior to the Separation Date. The Executive acknowledges and agrees that the Executive shall receive no additional compensation for time spent assisting the Company assistance provided pursuant to this Section 1(b6.10(b) other than will be billed to Seller at an amount equal to Purchaser’s costs in providing such transition assistance plus 20%. Purchaser shall perform such Services in a manner such that the compensation services are substantially the same as the quality and benefits provided for in this Agreement. The Executive shall have the right to provide the Transition Services remotely. During any portion level of service of the Transition Period after December 31, 2022, equivalent services that were provided by or on behalf of the Company shall use Business Employees to Seller or its best efforts to not disclose any material nonpublic information Affiliates during the twelve (“MNPI”12) months prior to the Executive in connection with his performance of the Transition Services and the number of hours that the Company requests the Executive to perform the Transition Services shall not exceed 20 hours per month. To the extent the Company inadvertently (or otherwise) discloses MNPI to the Executive after December 31, 2022, the Company shall promptly notify the ExecutiveClosing.

Transition Services. During For the period commencing as of the Closing Date and ending September 30, 2019 (the “Transition Period”), Seller agrees to timely provide the following transition services (the “Transition Services“) to Purchaser: (a) continued operation of, and a license to use and access, Seller’s storage facility located at 200 Xxxxxxxx Xxxxxx NE, Atlanta, Georgia 30303 (the “Data Center”), including the equipment, Software and servers currently used in the operation of the Business, and (b) such other services that may be reasonably requested in good faith by Purchaser in order to ensure the orderly transition of the Business to Purchaser. Purchaser agrees that the Transition Services shall be provided in good faith and in a manner generally consistent with the provision of such services prior to the Closing Date and with the same standard of care as prior to the Closing Date. Purchaser shall pay Seller a monthly fee of $15,000.00 for providing the Transition Services to Purchaser, and shall reimburse Seller for any reasonable and documented out-of-pocket expenses incurred by Seller at the request of Purchaser directly in connection with the provision of the Transition Services (which, for the avoidance of doubt, shall not include any rent, utilities or similar expenses relating to the leasing, ownership or operation of the Data Center, reimbursement for which is included in the monthly Transition Services fee). Seller shall invoice Purchaser monthly for the Transition Services provided during the prior month ended, which invoice shall be payable by Purchaser within thirty (30) days of the date thereof. By notice given no later than 15 days prior to the expiration of the Transition Period, Purchaser may elect to extend the Executive agrees term of the Transition Period with respect to provide the Transition Services (as defined herein) during regular business hours and on a monthly basis for a period not to cooperate fully and provide exceed an additional assistance as reasonably requested twelve months, provided that the monthly fee payable by the Company and consistent with this Section 1(b). Specifically, the Executive agrees to: (i) fully inform the Company of all activities in which the Executive was involved prior to the Separation Date and of the status of any projects; (ii) transfer or otherwise make available to the Company to the extent possible, all of the Executive’s knowledge and experience regarding the Executive’s duties; (iii) accomplish a smooth transition of the Executive’s responsibilities and to cooperate with the Company through the Transition Period; and (iv) comply with this Agreement, and to act in good faith at all times in performing the services described in clauses (b)(i)-(iii) (collectively, the “Transition Services”). The Parties agree to use their commercially reasonable efforts to schedule the performance of any Transition Services at times that are mutually convenient Purchaser for each Party and the Company will use its commercially reasonable efforts to provide reasonable notice to the Executive when any Transition Services will require a specific time commitment from the Executive. For clarity, the Transition Services shall exclusively be with respect increase to transition of duties and the Executive’s knowledge of operations on or prior to the Separation Date. The Executive acknowledges and agrees that the Executive shall receive no additional compensation for time spent assisting the Company pursuant to $30,000.00 during this Section 1(b) other than the compensation and benefits provided for in this Agreement. The Executive shall have the right to provide the Transition Services remotely. During any portion of the Transition Period after December 31, 2022, the Company shall use its best efforts to not disclose any material nonpublic information (“MNPI”) to the Executive in connection with his performance of the Transition Services and the number of hours that the Company requests the Executive to perform the Transition Services shall not exceed 20 hours per month. To the extent the Company inadvertently (or otherwise) discloses MNPI to the Executive after December 31, 2022, the Company shall promptly notify the Executiveextended period.

Transition Services. In consideration for the payment described in Section 3(d) and the granting of the Restricted Stock, Executive shall render transition services (the “Transition Services”) from the Separation Date through the date which is six (6) months following the Separation Date (the “Transition Period”). Such Transition Services shall consist of cooperating and providing assistance in effectuating a smooth transition of Executive’s duties and responsibilities to his successor (and/or other person or persons as may be requested by the Board) by providing advice and assistance as to shareholder relations, customer relations, sales, leadership coaching and general transitional matters. During the Transition Period, Executive shall devote his efforts and attention to the Executive agrees to provide Transition Services (business of the Company on an as defined herein) during regular business hours and to cooperate fully and provide additional assistance needed basis at mutually-convenient times as reasonably requested by the Company and consistent Company, with this Section 1(b). Specifically, the Executive agrees to: (i) fully inform the Company of all activities in which the Executive was involved prior such services not to the Separation Date and of the status of any projects; (ii) transfer or otherwise make available to the Company to the extent possible, all of the materially interfere with Executive’s knowledge performance of his duties and experience regarding the Executive’s duties; (iii) accomplish a smooth transition of the Executive’s responsibilities and to cooperate with the Company through the Transition Period; and (iv) comply with this Agreementfor Nant Health, LLC, and not to act in good faith at all times in performing the exceed twenty (20) percent of his average level of services described in clauses (b)(i)-(iii) (collectively, the “Transition Services”). The Parties agree to use their commercially reasonable efforts to schedule the performance of any Transition Services at times that are mutually convenient for each Party and the Company will use its commercially reasonable efforts to provide reasonable notice to the Executive when any Transition Services will require a specific time commitment from the Executive. For clarity, the Transition Services shall exclusively be with respect to transition of duties and the Executive’s knowledge of operations on or prior to the Separation Date, determined in accordance with Section 409A, the intention of the Parties being that the level of services which are required under this Section 4 are such that the date of Executive’s “separation from service” for purposes of Section 409A shall be the Separation Date. The Company and Executive acknowledges each acknowledge and agrees that agree that, during the Transition Period, Executive shall receive no additional compensation for time spent assisting serve as an independent contractor and not as an employee of the Company pursuant to this Section 1(b) other than the compensation and benefits provided for in this AgreementCompany. The Company and Executive shall have hereby covenant with one another to treat the right to provide the Transition Services remotely. During any portion engagement of Executive during the Transition Period after December 31as that of an independent contractor, 2022and not an employee, for all purposes. During the Transition Period, Executive shall (a) be engaged by the Company shall use its best efforts to exercise his own independent and professional judgment in performing services; (b) determine the manner, means, details and methods used in performing the services; (c) not disclose have any material nonpublic information (“MNPI”) right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the Executive in connection with his performance name of the Transition Services and the number of hours that Company, or to bind the Company requests in any manner, except as may be authorized in writing by a duly authorized officer or manager of the Executive to perform the Transition Services Company, and shall not exceed 20 hours per month. To the extent the Company inadvertently (or otherwise) discloses MNPI make any contrary representation to the Executive after December 31, 2022, the Company shall promptly notify the Executiveany third party.

Transition Services. During the Transition Period(a) Seller will, the Executive agrees and will cause its Affiliates to, provide to provide Transition Services (as defined herein) during regular business hours and to cooperate fully and provide additional assistance as reasonably requested by the Company and consistent with this Section 1(b). SpecificallyPurchaser, the Executive agrees to: (i) fully inform the Company of all activities in which the Executive was involved prior to the Separation Date and of the status of any projects; (ii) transfer or otherwise make available to the Company to the extent possible, all of the Executive’s knowledge and experience regarding the Executive’s duties; (iii) accomplish a smooth transition of the Executive’s responsibilities and to cooperate connection with the Company through System, transition services for a period of up to 120 days following Closing to allow for the Transition Period; and (iv) comply with this Agreementconversion of existing call center, billing system, and all Internet support services, including support regarding and services relating to act in good faith at all times in performing the services described in clauses Seller’s billing system, and use of Seller’s Internet addresses, software, Internet back bone connection, e-mail servers and related fixed assets (b)(i)-(iii) (collectively, the “Transition Services”). The Parties agree to use their commercially reasonable efforts to schedule the performance of any Such Transition Services at times that are mutually convenient for each Party will be provided pursuant to the terms of a transition services agreement substantially in the form of Exhibit H (the “Transition Services Agreement”), pursuant to which Seller or its Affiliates will provide the Transition Services and the Company any other services agreed to by both parties. (b) Purchaser and Seller will use its commercially reasonable efforts to provide reasonable notice for a smooth transition upon the Closing, so that the operation of the System, the service to the Executive when any Transition Services customers and other similar matters will require a specific time commitment from not be adversely affected. Promptly after the Executive. For clarity, Effective Date each party will designate in writing points-of-contact for the Transition Services shall exclusively be with respect parties to transition of duties and the Executive’s knowledge of operations on or prior to the Separation Date. The Executive acknowledges and agrees that the Executive shall receive no additional compensation for time spent assisting the Company pursuant to this Section 1(b) other than the compensation and benefits provided for in this Agreement. The Executive shall have the right to provide the Transition Services remotely. During any portion of the Transition Period after December 31, 2022, the Company shall use its best efforts to not disclose any material nonpublic information (“MNPI”) to the Executive in connection with his performance of facilitate communications regarding the Transition Services and to resolve expeditiously issues which may arise in connection with the number transition. Each party will have the right at any time and from time to time to replace its points-of-contact. Purchaser and Seller will use commercially reasonable efforts to develop systems, plans and procedures to provide for uninterrupted service to the customers throughout the transition. Purchaser and Seller agree to cooperate to facilitate the provision of hours that programming, customer care, billing and the Company requests collecting and processing of payments and other services related to the Executive operation of the Business. Notwithstanding the foregoing, neither party will be an agent of the other, and neither party shall have responsibility or authority to perform act for or on behalf of the other party in any matter or capacity and neither Seller nor any of its Affiliates shall be required to incur any costs or assume any liability related to the Transition Services, except as provided in the Transition Services Agreement, including in connection with the third party charges for billing conversion under the Transition Services Agreement, Purchaser shall pay the first $20,000 of fees from Great Lakes Data Systems, Inc., (“GLDS”) to convert GLDS billing data for this System and the Xxxxxxx system (as described in Section 9.1(j)) into a format usable by Purchaser in its billing system and Purchaser, on the one hand, and Seller and its Affiliate, Northland Cable Properties, Inc., collectively, on the other hand, shall each pay 50% of such fees above $20,000; provided, however, in no event will Seller and its Affiliates, collectively, be obligated to pay more than $7,500 of such GLDS fees. Persons retained by one party as employees or agents will not exceed 20 hours per monthby reason thereof be deemed to be employees or agents of the other party. To the extent the Company inadvertently (Seller will have no responsibility or otherwise) discloses MNPI authority under this Agreement, directly or indirectly, with respect to the Executive after December 31, 2022, the Company shall promptly notify the Executiveoperation or management of Purchaser’s business or operations.

Transition Services. During Provided you timely sign and do not timely revoke this Agreement, during the Transition Period, the Executive Company agrees to provide Transition Services retain you as a senior advisor to Aon’s Chief Executive Officer (the “CEO”) and, as defined herein) during regular business hours and to cooperate fully and provide additional assistance as reasonably requested by the Company and consistent with this Section 1(bCEO, to Aon’s Chief Financial Officer that serves during the Transition Period (collectively, the “Applicable Executives”). SpecificallyIn your role as senior advisor, you shall provide transition and special advisory services to the Executive agrees to: (i) fully inform the Company of all activities in Applicable Executives, which the Executive was involved may include, without limitation, transition assistance, completing projects and providing such advice, expertise or knowledge with respect to your former duties prior to the Separation Transition Start Date and of the status of any projects; (ii) transfer or otherwise make available to the Company to the extent possibleother matters in which you were involved, all of the Executive’s knowledge and experience regarding the Executive’s duties; (iii) accomplish a smooth transition of the Executive’s responsibilities and to cooperate with the Company through the Transition Period; and (iv) comply with this Agreementincluding, and to act in good faith at all times in performing without limitation, the services described in clauses (b)(i)-(iii) on Exhibit B (collectively, the “Transition Services”)) as may be requested by the Applicable Executives. The Parties agree to use their commercially reasonable efforts to schedule the performance of any Transition Services at times that are mutually convenient for each Party and the Company will use its commercially reasonable efforts to provide reasonable notice Except to the Executive when any Transition Services will require a specific time commitment from extent otherwise reasonably requested by the Executive. For clarityApplicable Executives, the Transition Services shall exclusively be with respect to transition of duties and the Executive’s knowledge of operations on or prior to the Separation Date. The Executive acknowledges and agrees that the Executive shall receive no additional compensation for time spent assisting the Company pursuant to this Section 1(b) other than the compensation and benefits provided for in this Agreement. The Executive shall have the right to services you provide the Transition Services remotely. During any portion of during the Transition Period after December 31shall be provided offsite. During the Transition Period, 2022, to the extent the Company shall use its best efforts determines it necessary to not disclose any material nonpublic information (“MNPI”) to the Executive in connection with his your performance of the Transition Services Services, you will retain access to your Company email account and other Company electronic communications system accounts and retain use of Company Property. During the number Transition Period and thereafter, you shall also be permitted to retain your Aon-provided Cisco unit and router. During the Transition Period, Aon shall provide, or cause to be provided, maintenance on such Aon-provided Cisco unit and router to the extent you reasonably request such maintenance for the purpose of hours that the Company requests the Executive to perform providing the Transition Services during the Transition Period. You shall perform faithfully and loyally and to the best of your abilities the Transition Services and, to the extent necessary or appropriate, shall make available your full business time, attention and effort to the affairs of Aon and shall use your best efforts to promote the interests of Aon during the Transition Period. For the avoidance of doubt, during the Transition Period you shall provide services exclusively to Aon and you shall not exceed 20 hours per month. To be an officer, employee, consultant, owner, partner of or service provider to any other company or organization, provided that you may engage in charitable, civic or community activities, and you may continue to serve on the extent board of directors of companies for which you were serving on the Company inadvertently (board of directors as of the Transition Start Date in accordance with the Prior Agreement, and, with the prior written approval of the CEO or otherwise) discloses MNPI Aon’s Executive Vice President, General Xxxxxxx and Secretary or his successor in their discretion, you may serve as a consultant to or director of any other business corporation, provided that such activities or service do not interfere with the Executive after December 31Transition Services or violate the terms of any of the covenants contained in Sections 10, 202211, the Company shall promptly notify the Executiveor 12 of this Agreement.