Transitional Service Agreement. Roomlinx and SP shall have executed and delivered a Transitional Service Agreement in the form attached as Exhibit J.
Transitional Service Agreement. The Buyer and the Seller shall have entered into a transitional service agreement containing substantially the terms set forth in Section 7.2.10 of the Buyer Disclosure Schedule, pursuant to which the Seller shall provide transitional services to the Buyer and/or the Company.
Transitional Service Agreement. 2.2. Should HC during the duration of this Agreement become aware of any additional service that was provided by the WSA Group to the hxxx.xxx Group in the 12 (twelve) months prior to the Effective Date (an “Omitted Service”, provided that any service that was considered and discussed by the Parties when compiling Schedule 1 but intentionally left out of Schedule 1 shall not be deemed an Omitted Service), and such service is necessary for the Hxxx.xxx Group to continue to run its business in the ordinary course of business and substantially the same manner as at the Effective Date, HC may submit a written request to WSA, requesting that the WSA Group provide the Omitted Service. Following receipt of such a request, WSA shall use reasonable endeavors to provide, and shall procure that its Affiliates provide, the Omitted Service as if it were part of the Services. If the WSA Group, using reasonable endeavors, is able to provide the Omitted Service, the provision of the Omitted Service shall commence as soon as reasonably practicable following receipt of a written request. Unless otherwise agreed by the Parties, the term for the Omitted Service shall be the minimum period necessary for the Hxxx.xxx Group to transition away from the Omitted Service, taking into account any interdependence that the Omitted Service may have with other Services or Omitted Services. The cost of such Omitted Service shall be agreed by the Parties, acting in good faith.
Transitional Service Agreement. 4.9. Each Party shall be excused from the performance of any of its obligations under this Agreement and such obligations shall be extended by a period reasonable under the circumstances if the performance thereof is prevented or delayed by Force Majeure. A Party shall in case of such events of Force Majeure promptly notify the other Party in writing and furnish it with all relevant information thereof, including the likely duration of the non-performance or delay. In the case of Force Majeure, the affected provisions of this Agreement, including the payment obligations for service charges in respect of the affected Services, shall be suspended to the extent necessary during the period of such disability. Each Party shall use its reasonable endeavors (including implementing appropriate contingency plans) to minimize the effects of a Force Majeure event and generally take steps with a view to resuming full performance of its obligations under this Agreement as soon as reasonably practicable. Either Party may, without prejudice to its other rights or remedies, terminate a Service or this Agreement (as a whole) if, as a result of Force Majeure, the provision or receipt of the relevant Service or the other Party’s performance of its obligations under this Agreement (as applicable) is not resumed within one month after a notice from the first Party to the other Party. For the avoidance of doubt, no event or circumstance shall be deemed to be Force Majeure where (i) a Service is a service provided both to the Hxxx.xxx Group and the WSA Group, and (ii) ceasing to provide such Service would unduly discriminate against the Hxxx.xxx Group as compared with the treatment that is granted, or would be granted, to the WSA Group.
Transitional Service Agreement. 5.6. Unless otherwise agreed in writing by the Parties, (i) all Service charges shall be invoiced and be payable in the currency specified for the relevant Service in Schedule 1 and (ii) all other amounts payable under this Agreement shall be invoiced and payable in Euro (€).
Transitional Service Agreement. 7.2. Except as expressly set forth herein, the Parties acknowledge and agree that the Services are provided as-is, that HC assumes all risks and liability arising from or relating to their use of and reliance upon the Services and WSA makes no representation or warranty with respect thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WSA HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE.
Transitional Service Agreement. 11.3. Either Party may terminate this Agreement with immediate effect by written notice upon the occurrence of one of the following events:
Transitional Service Agreement. 14.2. Unless otherwise expressly agreed in writing, each Party shall at its sole cost and expense (subject to advance confirmation and agreement on the expected cost and expense) reasonably cooperate with and undertake any actions (including planning and sourcing specific IT infrastructure, systems, services and products and providing all necessary resources, including personnel, tools, means of communication and software) in order to procure that the Hxxx.xxx Group becomes independent from the WSA Group’s IT and Services as soon as reasonably possible after the Effective Date.
Transitional Service Agreement. 16.4. Neither Party shall make any announcement, press release and/or statement relating to the other Party and/or in connection with this Agreement at any time during or after the duration of this Agreement, except with the prior written agreement of the other Party and/or to the extent required pursuant to any Applicable Laws or by order of a court or governmental body or authority of competent jurisdiction.
Transitional Service Agreement. Purchaser will cooperate with Sellers and Sellers’ Affiliates, and Sellers and Sellers’ Affiliates will cooperate with Purchaser, in connection with (i) the establishment of secure system connectivity, and (ii) the establishment of controlled access to data (collectively, “Secure System Separation Activities”). Purchaser shall bear all costs and expenses incurred by it in connection with such cooperation, and shall reimburse Sellers and Sellers’ Affiliates for all costs and expenses incurred by them in connection with Separation Activities. Prior to Closing, Sellers and Sellers’ Affiliates shall cooperate with Purchaser in order to discuss in further detail the services set forth on the schedules to the Transitional Services Agreement. In the event that, between the Signing Date and Closing, the parties identify any service that (i) is not set forth on the schedules to the Transitional Services Agreement, (ii) was provided by Sellers or Sellers’ Affiliates to the Group Companies prior to the Closing Date, (iii) cannot be obtained from a third party using commercially reasonable efforts, and (iv) is not listed as an excluded service on Exhibit 16.3, the parties will work together in good faith to determine the scope, any appropriate cost, term and timeline for providing such services, including the cost of any Secure System Separation Activities associated therewith, and the Sellers or Sellers’ Affiliates will provide any such services pursuant to the Transitional Services Agreement.
