Examples of Transitional Distribution Services Agreement in a sentence
Accordingly, from and after the Closing Date, none of DEI, Seller or their Affiliates will provide any administrative, support or other services (including, without limitation, payroll, product sourcing, supply chain, distribution, employee benefits, legal, accounting, treasury and tax planning services) to the Company except and only to the extent provided under Section 6.11.3 or under the Transitional Administrative Services Agreement or the Transitional Distribution Services Agreement.
Buyer's rights pursuant to this Section 6.11.8 to designate one (1) or more DC Observers and to have such DC Observers present on-site at the Distribution Center shall terminate upon the termination of the Transitional Distribution Services Agreement, and from and after such date, Buyer shall have no right to have any of its employees or the employees of its Affiliates or Representatives present at the Distribution Center.
DEI and/or its Affiliates shall provide the Company with certain inventory distribution services through the Distribution Center operated by the Company prior to the Closing on a transitional basis and in accordance with the terms set forth on TDS Schedule 6.15.1(ii) (the "Transitional Distribution Services Agreement").
The provisions of the Transitional Distribution Services Agreement shall apply with respect to all economic benefit considerations relevant to the Delayed Businesses.
A Parent Involvement Instruction shall not be required in respect of any services to be provided by the Delayed Transferor or its Group under the Transitional Distribution Services Agreement except that, any change in prices pursuant to clauses 3.2(a) to (d) of the Transitional Distribution Services Agreement shall require a Parent Involvement Instruction and shall not be implemented by a Delayed Transfer Employee without such Parent Involvement Instruction.
Each Delayed Transferee shall procure that its Representatives instruct the Delayed Transfer Employees to perform any Services to be provided by the Service Provider that are conducted by such Delayed Transfer Employee as set forth in Schedule 2 of the Transitional Distribution Services Agreement in accordance with the Transitional Distribution Services Agreement.
A Delayed Transferee and/or any of its Affiliates shall not be entitled to make any claim for damages against a Delayed Transferor and/or any of its Affiliates under the terms of this Agreement or under the Transitional Distribution Services Agreement otherwise than pursuant to the terms of paragraph 2.7 (Fraud and Gross Negligence).
The provisions of clauses 15 (Indemnification) and 16 (Liability) of the Transitional Distribution Services Agreement shall apply with respect to any Liabilities (to the extent that such Liabilities result directly or indirectly from any Controlled Delayed Business and/or from any Controlled Business Instruction).