TRANSITIONAL PERIODS AND TRANSITIONAL SERVICES Sample Clauses

TRANSITIONAL PERIODS AND TRANSITIONAL SERVICES. 13.1 To the extent not already completed before the date of this Agreement, if so requested by Alcon Inc. and agreed by Novartis in respect of any Transferring Member who is at the Separation Date a member of a Retained Novartis EB Arrangement, Novartis shall use its Best Endeavours to ensure that such Transferring Member shall be permitted to continue as a member of the relevant Retained Novartis EB Arrangement for a transitional period following the Separation Date (each such Transferring Member being a Transitional Member and such period being the Transitional Period for such Transitional Member), on such terms as Novartis and Alcon Inc. may agree, in order to allow Alcon Inc. to make suitable alternative arrangements. To the extent not already agreed before the date of this Agreement, Alcon Inc. and Novartis shall use their Best Endeavours to agree the terms of participation during any Transitional Period as soon as reasonably practicable following the date of this Agreement. 13.2 Where a Transitional Period is agreed in respect of any Transitional Member, all references in clauses 12, 15 and 16 to the “Separation Date” shall be treated as references to the end of the Transitional Period applicable to such Transitional Member. 13.3 Where Novartis agrees to provide (or to procure that a member of its Group provides) employee benefits administration services to any member of the Alcon Group for a transitional period following the Separation Date in respect of any Employee Benefit Arrangement, unless otherwise agreed in writing between the parties, Alcon Inc. shall not (and shall procure that no member of its Group shall) make any amendments to the rules or discretionary practices governing such Employee Benefit Arrangement during the transitional period applicable to such Employee Benefit Arrangement. 13.4 Without limiting the generality of this clause 13, the US Alcon Employees who, immediately prior to the Separation Date, were accruing benefits under a US Pension Plan, shall continue to accrue benefits under such plan during the period beginning on the Separation Date and ending on the applicable US Pension Plan Date for so long as they remain employed by Alcon Inc. or a member of its Group (Post-Separation Date Benefit Accruals) and any such Post-Separation Date Benefit Accruals shall be deemed Past Service Benefits for purposes of this Agreement, and shall transfer to the applicable Xxxxx XX Arrangement in accordance with clause 12.4 above. Until th...
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs

Related to TRANSITIONAL PERIODS AND TRANSITIONAL SERVICES

  • Transitional Period At the end of the transitional period as defined in Article 10(2) of the Directive, the contracting parties shall cease to apply the withholding/retention tax and revenue sharing provided for in this Agreement and shall apply in respect of the other contracting party the automatic exchange of information provisions in the same manner as is provided for in Chapter II of the Directive. If during the transitional period either of the contracting parties elects to apply the automatic exchange of information provisions in the same manner as is provided for in Chapter II of the Directive it shall no longer apply the withholding/retention tax and the revenue sharing provided for in Article 9 of this Agreement.

  • Transitional Services Upon cancellation, termination, or expiration of the Contract for any reason, the Contractor shall provide reasonable cooperation, assistance and Services, and shall assist the Department to facilitate the orderly transition of the work under the Contract to the Department and/or to an alternative contractor selected for the transition upon written notice to the Contractor at least thirty (30) business days prior to termination or cancellation, and subject to the terms and conditions set forth in the Contract.

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

  • Transition Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Purchaser from and after the Closing.

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

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • Transitional Provision Schedule 3.2 contains a schedule of certain letters of credit issued for the account of the Borrower prior to the Closing Date. Subject to the satisfaction of the conditions contained in Sections 5.1 and 5.2, from and after the Closing Date such letters of credit shall be deemed to be Letters of Credit issued pursuant to this Article III.

  • Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement. (b) The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.

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

  • Transition Plan In the event of termination by the LHIN pursuant to this section, the LHIN and the HSP will develop a Transition Plan. The HSP agrees that it will take all actions, and provide all information, required by the LHIN to facilitate the transition of the HSP’s clients.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!