Common use of Transition Team Clause in Contracts

Transition Team. (a) Within fifteen (15) days following the date of this Agreement, the Seller shall deliver to the Purchaser a list of Representatives to be appointed to a joint transition team. The Purchaser will appoint its Representatives to such team within fifteen (15) days after receipt of the Seller’s list. Such joint transition team will be responsible for preparing, as soon as reasonably practicable after the date of this Agreement, and timely implementing, a transition plan that will identify and describe substantially all of the various transition activities that the Parties will cause to occur before the Closing, specifically including the extraction of the Data from the Seller’s systems. In addition, the Seller shall keep the joint transition team updated on material matters relating to the operation of the Business. (b) In addition to and in no way limiting Section 5.14(a), the Parties shall, as promptly as practicable following the execution of this Agreement, agree to the scope and duration of the services to be provided by the Seller and/or its Affiliates to the Purchaser and/or its Affiliates necessary to ensure a consistent level of services to the customers of the Business following Closing, which services shall be provided at reasonable rates (which rates shall not exceed 100% of the Seller’s, or its Affiliate’s, cost of providing such services) as allocated in accordance with the methodologies used for such allocations by the Seller and its Affiliates in accordance with past practice, and in accordance with the terms and conditions to be set forth in a Transition Services Agreement (such agreement, the “Transition Services Agreement”), the form and substance of which shall be reasonably satisfactory to the Purchaser and the Seller. (c) If the Closing does not occur prior to January 1, 2021, then the joint transition team shall develop, subject to the reasonable approval of the Purchaser and the Seller, a capital expenditure plan for the Business for the 2021 calendar year; provided, that if the Purchaser and the Seller cannot agree on such 2021 capital expenditure plan, then the Capital Expenditures Budget shall remain in place for the 2021 calendar year, subject to revisions and increases to the Capital Expenditure Budget required or necessary in the Ordinary Course of Business.

Transition Team. Prior to the date hereof, Seller and Capital One have established a joint transition team (athe “Transition Team”) Within fifteen and the Transition Team has determined the general scope and business requirements necessary to effectuate the Closing. Not later than April 26, 2017, the Transition Team shall use its reasonable best efforts to develop and mutually agree upon a plan to effectuate Conversion and the other matters described on Schedule 5.6 (15) days the “Conversion Plan”), in a manner consistent with the terms of this Agreement and the Program Agreement. Prior to the date hereof, Seller has designated at least one employee as its lead contact member of the Transition Team (the “Seller Designated Transition Team Member”), and Capital One has designated at least one employee as its lead contact member of the Transition Team (the “Capital One Designated Transition Team Member”). Seller and Capital One acknowledge that promptly following the date of this AgreementAgreement Retail Buyer will designate at least one employee as its observer for the transition team (the “Retail Buyer Designated Transition Team Observer”), and the Seller parties hereto shall deliver use commercially reasonable efforts to provide the Buyer Designated Transition Team Observer an invitation to attend all meetings of the Transition Team (at the same time provided to the Purchaser a list of Representatives to be appointed to a joint transition team. The Purchaser will appoint its Representatives to such team within fifteen (15) days after receipt members of the Seller’s listTransition Team) and copies of all materials provided to the Transition Team (at the same time as provided to the Transition Team). Such joint transition team will be responsible for preparing, as soon as reasonably practicable after Promptly following the date of this AgreementAgreement (and in any event within five (5) Business Days thereafter), and timely implementingSynovus shall designate at least one employee as its lead contact member to consult with the Transition Team (the “Synovus Designated Transition Team Consultant”). Synovus shall make the Synovus Designated Transition Team Consultant reasonably available to the Transition Team. Each party shall have the right, at any time, to appoint a transition plan that will identify and describe substantially all new Seller Designated Transition Team Member (in the case of Seller), Capital One Designated Transition Team Member (in the case of Capital One), Retail Buyer Designated Transition Team Observer (in the case of Retail Buyer) or Synovus Designated Transition Team Consultant (in the case of Synovus), as the case may be, in lieu of the various transition activities that the Parties will cause to occur before the Closing, specifically including the extraction of the Data from the Seller’s systems. In addition, the Seller shall keep the joint transition team updated on material matters relating to the operation of the Businessforegoing Persons. (b) In addition to and in no way limiting Section 5.14(a), the Parties shall, as promptly as practicable following the execution of this Agreement, agree to the scope and duration of the services to be provided by the Seller and/or its Affiliates to the Purchaser and/or its Affiliates necessary to ensure a consistent level of services to the customers of the Business following Closing, which services shall be provided at reasonable rates (which rates shall not exceed 100% of the Seller’s, or its Affiliate’s, cost of providing such services) as allocated in accordance with the methodologies used for such allocations by the Seller and its Affiliates in accordance with past practice, and in accordance with the terms and conditions to be set forth in a Transition Services Agreement (such agreement, the “Transition Services Agreement”), the form and substance of which shall be reasonably satisfactory to the Purchaser and the Seller. (c) If the Closing does not occur prior to January 1, 2021, then the joint transition team shall develop, subject to the reasonable approval of the Purchaser and the Seller, a capital expenditure plan for the Business for the 2021 calendar year; provided, that if the Purchaser and the Seller cannot agree on such 2021 capital expenditure plan, then the Capital Expenditures Budget shall remain in place for the 2021 calendar year, subject to revisions and increases to the Capital Expenditure Budget required or necessary in the Ordinary Course of Business.

Transition Team. (a) Within fifteen (15) days Following execution of this Agreement, each of the Company and Purchaser shall cooperate with the other to assist Purchaser’s development of compliance and educational programs necessary and suitable for the combined businesses and an action plan for the implementation of such programs immediately following the date Closing and the combination and integration of the businesses and operations of the Company and Purchaser at and following the Closing. In furtherance of and to carry out the foregoing, promptly following execution of this Agreement, the parties shall establish a transition planning team, which team shall be composed of one person from the Company selected by Seller, who shall have appropriate seniority and knowledge of the Company operations to assist with Purchaser’s transition planning (the “Seller shall deliver Transition Team Designee”), and one or more persons from Purchaser (each, a “Purchaser Transition Team Designee”). Upon reasonable advance notice (including via email or telephone) by a Purchaser Transition Team Designee to the Purchaser a list of Representatives to be appointed to a joint transition team. The Purchaser will appoint its Representatives to such team within fifteen (15) days after receipt of the Seller’s list. Such joint transition team will be responsible for preparing, as soon as reasonably practicable after the date of this Agreement, and timely implementing, a transition plan that will identify and describe substantially all of the various transition activities that the Parties will cause to occur before the Closing, specifically including the extraction of the Data from the Seller’s systems. In additionSeller Transition Team Designee, the Seller Transition Team Designee shall keep meet with the joint transition team updated on material matters relating to the operation of the Business. (b) In addition to and in no way limiting Section 5.14(a), the Parties shall, as promptly as practicable following the execution of this Agreement, agree to the scope and duration of the services to be provided Purchaser Transition Team Designees at a reasonable location selected by the Seller and/or its Affiliates Transition Team Designee no less than three (3) Business Days prior to the Purchaser and/or its Affiliates necessary to ensure a consistent level intended date of services to the customers of the Business following Closing, which services shall be provided at reasonable rates (which rates shall not exceed 100% of the Seller’s, or its Affiliate’s, cost of providing any such services) as allocated in accordance with the methodologies used for such allocations by the Seller and its Affiliates in accordance with past practice, and in accordance with the terms and conditions to be set forth in a Transition Services Agreement (such agreement, the “Transition Services Agreement”), the form and substance of which shall be reasonably satisfactory to the Purchaser and the Seller. (c) If the Closing does not occur prior to January 1, 2021, then the joint transition team shall develop, subject to the reasonable approval of the Purchaser and the Seller, a capital expenditure plan for the Business for the 2021 calendar yearmeeting; provided, that if (a) the Seller Transition Team Designee shall not be required to meet with the Purchaser Transition Team Designees on more than three (3) occasions per month and (b) such meetings shall not disrupt in any material respect the performance of the Seller Transition Team Designee’s duties within the Company. Purchaser shall promptly, upon request by Seller, reimburse Seller for all reasonable documented out-of-pocket costs and expenses incurred by the Company and the Seller cannot agree on such 2021 capital expenditure plan, then the Capital Expenditures Budget shall remain Transition Team Designee in place for the 2021 calendar year, subject complying with its covenants pursuant to revisions and increases to the Capital Expenditure Budget required or necessary in the Ordinary Course of Businessthis Section 5.15.

Transition Team. Buyer and Seller have designated the members of their respective manufacturing, engineering and sales personnel identified on Schedule 5.3(a) hereof as a transition planning team (athe “Transition Team”). The Transition Team will hold its initial meeting no later than five (5) Within fifteen business days following the Closing Date. The Transition Team will be generally responsible for developing and devising a specific plan and timeline for the transitioning of the Business from the Seller to the Buyer (15the “Transition Plan”) in accordance with the parameters of the broad transition plan set forth as Exhibit D hereto, such transition to be effectuated in full not more than ninety (90) days following the date of this AgreementClosing Date (such ninety-day period, the Seller “Transition Period”). Except as provided in Sections 5.3(c) and 5.3(d) below, each Party shall deliver to the Purchaser a list of Representatives to be appointed to a joint transition team. The Purchaser will appoint its Representatives to such team within fifteen (15) days after receipt of the Seller’s list. Such joint transition team will be responsible for preparingthe salary and all other employment-related costs for its respective employees. Specially, as soon as reasonably practicable after among other matters, the date Transition Plan shall provide for the Transition Team to facilitate a transition and integration planning process designed to ensure the efficient transfer of this Agreementthe Business to the Buyer, and timely implementingin particular determine: (i) the transfer of Seller’s relationships with the Customers to Buyer, a such transfer to be completed not more than thirty (30) days following the Closing Date; (ii) with respect to each Product, the transition plan that will identify and describe substantially all of the various transition activities that manufacturing for such Product to Buyer, including but not limited to (A) whether some or all outstanding Purchase Orders for such Product shall be completed by Seller, and (B) the Parties will cause procedure for nonassignable purchase orders for Products being fulfilled by Seller on Buyer’s behalf; (iii) the transfer of Equipment from Seller to occur Buyer, such transfer to be completed on or before the Closing, specifically including the extraction end of the Data from Transition Period and the Seller’s systems. In addition, the Seller shall keep the joint transition team updated on material matters relating to the operation payment of the Business.Equipment Purchase Price to Seller pursuant to Section 5.4 hereof; (biv) In addition to the nature and in no way limiting Section 5.14(a), the Parties shall, as promptly as practicable following the execution of this Agreement, agree to the scope and duration extent of the services Transition Services to be provided by Seller to Buyer during the Seller and/or its Affiliates Transition Period; and (v) a schedule and timeline with respect to Seller’s retention of adequate employees to perform the Purchaser and/or its Affiliates necessary to ensure a consistent level of services to Transition Services as contemplated in the customers of the Business following Closing, which services shall be provided at reasonable rates (which rates shall not exceed 100% of the Seller’s, or its Affiliate’s, cost of providing such services) as allocated in accordance with the methodologies used for such allocations by the Seller and its Affiliates in accordance with past practice, and in accordance with the terms and conditions Transition Plan to be set forth in a Transition Services Agreement (such agreement, the “Transition Services Agreement”), the form and substance of which shall be reasonably satisfactory to the Purchaser and the Seller. (c) If the Closing does not occur prior to January 1, 2021, then the joint transition team shall develop, subject to the reasonable approval of the Purchaser and the Seller, a capital expenditure plan for the Business for the 2021 calendar year; provided, that if the Purchaser and the Seller cannot agree on such 2021 capital expenditure plan, then the Capital Expenditures Budget shall remain in place for the 2021 calendar year, subject to revisions and increases to the Capital Expenditure Budget required or necessary completed in the Ordinary Course of BusinessTransition Period.

Transition Team. The Parties acknowledge and agree that effective upon the Termination Effective Date, all of the committees (aand subcommittees, if applicable) established pursuant to Article III of the Restated Agreement shall be immediately disbanded. Within fifteen ten (1510) days following after the date Termination Effective Date, the Parties shall form a team composed of five (5) representatives of each Party (the “Transition Team”) to facilitate the transition of the manufacture, development and commercialization of Compound and Product from GSK to XenoPort pursuant to this Termination Agreement and to facilitate communication of information to be exchanged under this Termination Agreement, in each case, during the Transition Period. The Transition Team shall coordinate and facilitate communications between personnel of the various operational groups of the Parties involved in the transfer of information and transition of activities under this Termination Agreement, which shall be consistent with (and subject to) any project plans agreed in this Termination Agreement (including, without limitation, the Manufacturing Technology Transfer Plan) and shall assist in the delivery and transfer of the Transferred Assets and Licensed Assets, including undertaking the duties set forth in Sections 4.2(a), 4.2(b) and 5.4(a). During the Transition Period, the Transition Team shall meet periodically (but not less than once every two (2) weeks), by * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. telephone or in person, to discuss the status of the transition (including any material modification or additions to the items or matters listed in the various Schedules that identify the Transferred Assets) and to attempt to amicably resolve any disagreements or miscommunications between the Parties that may arise in connection with information to be exchanged, timelines for transfer of documents or information, transition of Regulatory Filings or the like. The Transition Team is intended to facilitate the smooth transition of activities and responsibilities regarding Compound and Product pursuant to this Termination Agreement, and may serve as a contact point and initial forum for discussing any matters arising in connection with the performance of this Termination Agreement, and shall cooperate when necessary to facilitate referring any such matters to appropriate decision-makers of each Party for prompt resolution; however, the Transition Team shall not have authority to amend or modify the Commercialization Transition Plan, the Development Plan, the Manufacturing Technology Transfer Plan, or the terms of this Termination Agreement, the Seller Supply Agreement or the GSK Safety Agreement (as defined below). The Transition Team may designate other personnel from the relevant operation group(s) of the Parties to be the primary contact to facilitate discussions or transfer of documents and information related to particular matters. The Parties shall deliver make available to the Purchaser a list Transition Team the applicable functional area experts and personnel necessary to further facilitate the communication of Representatives information to be appointed exchanged under this Termination Agreement. [… * …] and GSK will reasonably cooperate with XenoPort to a joint transition team. The Purchaser will appoint its Representatives to such team within fifteen (15) days after receipt of the Seller’s list. Such joint transition team will be responsible for preparing, as soon as reasonably practicable after the date of this Agreement, and timely implementing, a transition plan that will identify and describe substantially all of the various transition activities that the Parties will cause to occur before the Closing, specifically including the extraction of the Data from the Seller’s systems. In addition, the Seller shall keep the joint transition team updated on material matters relating to the operation of the Business. (b) In addition to and in no way limiting Section 5.14(a), the Parties shall, as promptly as practicable following the execution of this Agreement, agree to the scope and duration of the services to be provided by the Seller and/or its Affiliates to the Purchaser and/or its Affiliates necessary to ensure a consistent level of services to the customers of the Business following Closing, which services shall be provided at reasonable rates (which rates shall not exceed 100% of the Seller’s, or its Affiliate’s, cost of providing such services) as allocated in accordance other GSK personnel with comparable familiarity with the methodologies used for Product and comparable experience to assist and participate with such allocations by the Seller and its Affiliates in accordance with past practice, and in accordance with the terms and conditions to be set forth in a Transition Services Agreement (such agreement, the “Transition Services Agreement”), the form and substance of which shall be reasonably satisfactory to the Purchaser and the Seller. (c) If the Closing does not occur prior to January 1, 2021, then the joint transition team shall develop, subject to the reasonable approval of the Purchaser and the Seller, a capital expenditure plan for the Business for the 2021 calendar year; provided, that if the Purchaser and the Seller cannot agree on such 2021 capital expenditure plan, then the Capital Expenditures Budget shall remain in place for the 2021 calendar year, subject to revisions and increases to the Capital Expenditure Budget required or necessary matters in the Ordinary Course of Businessevent such an individual leaves employment or becomes unavailable.

Transition Team. 2.1.1 LICENSEE and LICENSOR will establish a joint committee (the “Transition Team”), to facilitate and oversee the planning and implementation of strategic and tactical plans to effect the transfer and delivery of Product Asset in each applicable country in the Territory in accordance with the terms of this Schedule 4 and to make decisions pursuant to Section 2.1.2 of this Schedule 4, and to discuss transitional issues and to facilitate communications between the Parties with respect to such matters. The Transition Team shall also serve as a (i) Within at least weekly until specific, written strategic and tactical plans are in place, with detailed timelines for specific actions, to transfer and deliver Product Assets from ALZA to LICENSOR and/or LICENSEE, and (ii) at least monthly until the transfer of all Product Assets has occurred hereunder (i.e., until the Final Transfer Date has occurred for all countries in the Territory), provided that the Transition Team may elect to meet with less or more frequency during the period described in (ii) based on the obligations of each Party, and the progress of the Parties’ and ALZA’s efforts, to implement such transfers. The specific times and places of all meetings shall be determined by the Transition Managers in a manner consistent with the foregoing obligations and reasonably acceptable to the Parties. The Transition Team may also establish sub-teams or working groups to address specific areas or topics related to the process for transferring the Product Assets in the Territory. 2.1.2 The Transition Team may make decisions expressly within its authority under this Schedule 4, and LICENSOR shall use Transitional Commercially Reasonable Efforts to bind ALZA to such decisions and cause ALZA to act in accordance therewith, provided that such decisions by the Transition Team hereunder shall be required to be unanimous with the representatives for each Party collectively casting one vote, and the Transition Team shall document such decisions in a writing signed by authorized team representatives of both Parties. For the avoidance of doubt, the Transition Team shall have no authority to modify any term in the body of this Agreement or this Schedule 4. If the Transition Team is unable to reach consensus regarding any matter within its decision-making authority before it (including any matter that was unable to be resolved by any sub-team), the matter shall be presented to the President of LICENSOR and CFO of LICENSEE (the “Applicable Senior Officers”) for decision. Once a matter has been presented to the Applicable Senior Officers, they shall have fifteen (15) days following to make a decision on the date of this Agreement, matter. In the Seller shall deliver event that the Applicable Senior Officers are unable to the Purchaser reach a list of Representatives to be appointed to a joint transition team. The Purchaser will appoint its Representatives to mutual decision within such team within fifteen (15) days after receipt day period, then the matter shall be resolved under Section 16.3 of the Seller’s list. Such joint transition team will be responsible for preparing, as soon as reasonably practicable after the date of this Agreement, and timely implementing. 2.1.3 Each Party shall appoint a senior representative (each, a transition plan that will identify and describe substantially all “Transition Manager”) who possesses a basic understanding of the various transition activities that relevant operational, regulatory and commercial issues to manage the Parties will cause transfer obligations to occur before LICENSEE envisioned under this Agreement (the Closing, specifically including the extraction of the Data from the Seller’s systems“Transition”). In addition, the Seller shall keep the joint transition team updated on material matters relating to the operation of the Business. (b) In addition to and in no way limiting Section 5.14(a), the Parties shall, as promptly as practicable following the execution of this Agreement, agree to the scope and duration of the services to be provided by the Seller and/or its Affiliates to the Purchaser and/or its Affiliates necessary to ensure a consistent level of services to the customers of the Business following Closing, which services shall be provided at reasonable rates (which rates shall not exceed 100% of the Seller’s, or its Affiliate’s, cost of providing such services) as allocated in accordance with the methodologies used The initial Transition Manager for such allocations by the Seller and its Affiliates in accordance with past practice, and in accordance with the terms and conditions to be each Party is set forth in a Exhibit 4-D of this Schedule 4, and either Party may later replace such Transition Services Agreement Manager by providing written notice thereof to the other Party (such agreement, which notice shall identify the “new Transition Services Agreement”Manager and provide contact information therefor), provided that any replacement Transition Manager shall possess reasonably sufficient expertise to reasonably satisfy the form intended role of the Transition Manager under this Agreement and substance leadership responsibilities within the relevant Party that are substantially similar to or more senior than those of which the preceding Transition Manager. Each Party’s Transition Manager shall be reasonably satisfactory to the Purchaser primary contact with the other Party in connection with the on-going implementation, communication and voting on matters within the SellerTransition Team’s authority concerning the Transition and shall lead his/her Party’s Transition Team hereunder. (c) If the Closing does not occur prior to January 1, 2021, then the joint transition team shall develop, subject to the reasonable approval of the Purchaser and the Seller, a capital expenditure plan for the Business for the 2021 calendar year; provided, that if the Purchaser and the Seller cannot agree on such 2021 capital expenditure plan, then the Capital Expenditures Budget shall remain in place for the 2021 calendar year, subject to revisions and increases to the Capital Expenditure Budget required or necessary in the Ordinary Course of Business.