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Transitional Matters Sample Clauses

Transitional Matters. (a) Each of the parties acknowledges and agrees that the transition of the Business from the Selling Companies to Buyer will require that certain transactions and relationships will need to be entered into, restructured and reorganized in connection with the transition of the Business from the Selling Companies to Buyer. The parties agree that prior to the Closing Date, the parties shall cooperate with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide, (i) for (A) the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies), in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies in the ordinary course of their business, or required by the Selling Companies for the operation and use of the Excluded Assets or Excluded Liabilities; provided, that access to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal pro...
Transitional Matters. Each of Seller and Purchaser will use its respective reasonable efforts to cooperate to (a) transfer to Purchaser or any of its Affiliates any insurance and administrative services contracts that Purchaser wishes to continue with respect to any Employee Plan that Purchaser or any of its Affiliates is assuming or continuing pursuant to this Agreement and (b) cause any insurance carrier administering workers' compensation and other employee benefit liabilities or obligations assumed by Purchaser or any of its Affiliates to deal directly with Purchaser or such Affiliate.
Transitional Matters. After the Separation Date, to ensure a smooth transition from Employee’s employment with Company, Employee shall provide reasonable assistance to and cooperation with Company during the Separation Pay Period in connection with any Company matters which Employee had knowledge or responsibility while the Company employed Employee, including any legal action relating to events that occurred during Employee’s employment. Employee will cooperate to the fullest extent possible in the preparation, prosecution, or defense of Company’s case, including the execution of affidavits or documents or providing of information requested by Company. Whether during or after the Separation Pay Period, reasonable out-of-pocket expenses related to such assistance will also be reimbursed by Company, if Company’s approval is obtained in advance. The Company’s request for cooperation must reasonably accommodate Employee’s obligations to any new employers or any medical treatment that Employee may be taking. Employee hereby resigns, as of the Separation Date, any positions that Employee may hold as an officer or director of the Company and all of its subsidiaries and affiliates. Employee agrees to sign such additional letters of resignation for those companies as the Company may request.
Transitional MattersWithout in any way limiting the generality of the foregoing provisions, Buyer and Seller shall cooperate with regard to the transitional matters as set forth on Schedule 16(n). Notwithstanding the foregoing, Seller shall not be obligated to provide its resources or time to such transitional matters if it would materially interfere with Seller’s ability to conduct its business or operations in the ordinary course.
Transitional Matters. (a) Upon expiration or termination (other than pursuant to Section 9.2(a) for a material breach by Distributor) of the Agreement, Distributor may, where permitted by Law, sell the Product then in its inventory for a period of [***] thereafter (the “Sell-Off Period”), all in accordance with the terms of this Agreement. Notwithstanding the foregoing, Cipher shall, at its sole option, have the right to either provide distribution exclusivity during the Sell-Off Period or repurchase during the Sell-Off Period unsold product in inventory, with a shelf-life of at least [***], at the Purchase Price paid by Distributor for such unsold Product. Promptly after the expiration of the Sell-Off Period, Distributor will, at its cost, destroy any unsold Product remaining in its inventory and will provide appropriate evidence of such destruction to Cipher or, at Cipher’s request, will return such inventory to Cipher at Cipher’s cost. Cipher will have the right to cancel any purchase orders placed by Distributor which were accepted by Cipher prior to such termination or expiration, and which require delivery of Product after the date of termination or expiration including during the Sell-Off Period. (b) Upon termination of this Agreement, Distributor and Cipher shall at their own expense use best efforts to ensure that the continuity of patient care is not disrupted including transferring of managed care contracts, adverse event reporting, and dealing with supply chain matters. In addition, Distributor will remain responsible for returned Product sold prior to termination of this Agreement and Cipher will be responsible for returned Product sold following termination of this Agreement. For the purpose of identifying the responsible party, Product will he tracked via lot numbers.
Transitional Matters. (a) Following the Closing Date, CIB shall pay, in accordance with law and customary banking practices, all properly drawn and presented checks, automated clearinghouse debits and credits, ATM deposits and withdrawals, drafts and withdrawal orders by holders of the Deposit Liabilities on checks, drafts or withdrawal order forms provided by PNB presented to CIB by mail, over the counter or through the check clearing system of the banking industry, and in all other respects, to discharge, in the normal course of the banking business, the duties and obligations of PNB with respect to the Deposit Liabilities. (b) For a period of one hundred twenty (120) days after the Closing Date, PNB shall continue to pay all checks, automated clearing house debits and credits, ATM deposits and withdrawals and all other items drawn on the Deposit Liabilities which have been charged to PNB through the Federal Reserve or any other clearing system (collectively, the "Items") provided that CIB pays to PNB the net amount of such Items (the "Item Payment") via wire transfer by no later than 2:30 P.M. on the next business day following the date that PNB notifies CIB of such Items via facsimile transmittal (the "Item Notice"). Additionally, during such one hundred twenty (120) day period, PNB shall deliver to CIB at the CIB Facility located in Toledo, Illinois, the Items prior to 5:00 P.M. on the date received. CIB shall reimburse PNB for out-of-pocket expenses reasonably incurred by PNB in performing this Obligation. (c) In order to reduce the continuing charges to PNB through the Check Clearing System of the banking industry which will result from check forms of CIB being used after the Transfer Date by holders of the Deposit Liabilities, CIB agrees, at its sole cost and expense and without charge to the holders of the Deposit Liabilities, to notify such holders, within ten (10) calendar days after the Transfer Date, of CIB's assumption of the Deposit Liabilities and to furnish each such depositor with checks on the forms of PNB and with instructions to utilize CIB's checks and to destroy unused checks of PNB. (d) CIB and PNB shall use their best efforts to transfer all ACH arrangements to CIB as soon as possible following the Effective Time. CIB shall continue such ACH arrangements and such recurring debit arrangements as are originated and administered by third parties and for which CIB need act only as processor; CIB shall have no obligation to continue any such arrangements tha...
Transitional Matters. (a) From the date of this Agreement through the Closing Date, East Penn Financial and the Bank shall provide HNC all reasonable assistance requested by them in order to effect the Closing, including, but without limitation, the provision of all information and documents that are reasonably necessary for the Regulatory Filings, the applications for Regulatory Approvals and the Securities Filings to be made by HNC. East Penn Financial shall also use reasonable efforts to cause to be duly and timely filed the Securities Filings to be made by East Penn Financial. East Penn Financial and the Bank shall cooperate fully with HNC in preparing and filing the Regulatory Filings, the Securities Filings and any amendments and supplements thereto. (b) During the period from the date of this Agreement through the Closing Date, East Penn Financial and the Bank shall furnish or make available to HNC a copy of (i) each filing made with any Regulatory Authority or any federal or state securities regulatory agency, (ii) each state or local income tax or franchise tax return filed by or for Bank or any of the Subsidiaries with any state or local taxing authority and (iii) interim monthly financial statements related to East Penn Financial, Bank and each of the Subsidiaries in the form currently utilized. (c) During the period between the date of this Agreement and the Closing Date: (i) HNC shall have reasonable access to officers and employees of East Penn Financial and Bank at their respective offices for informational meetings regarding human resource matters and the procedures, policies and operations that HNC plans to implement from and after the Closing Date; and (ii) East Penn Financial and the Bank shall cooperate with HNC in arranging for meetings between HNC and the employees of East Penn Financial and Bank at the reasonable request of HNC. (d) During the period between the date of this Agreement and the Closing Date, East Penn Financial and the Bank will notify HNC of all regular and special meetings of the Boards of Directors and Executive Committees of East Penn Financial and Bank, and HNC or its representative will be permitted to attend all such meetings in person or by telephone, except to the extent the exclusion of HNC and its representatives may be required for the Board of Directors to exercise its duty under Pennsylvania law or otherwise as required under applicable law. In the event that HNC or its representative is unable to attend such meetings, East Pe...
Transitional Matters. 4.1 Certain Procedures 15 4.2 Customers 15 4.3 Assumption of Obligations 16 4.4 Maintenance of Records 16 4.5 Interest Reporting and Withholding 16 4.6 Negotiable Instruments 17 4.7 Leasing of Furniture, Fixtures and Equipment 17 4.8 ATM/Debit Cards 17 4.9 Delivery of the Designated Loan Documents 18 4.10 Collateral Assignments and Filing 18 4.11 Training 18 4.12 Collateral for Public Funds Deposits 19 4.13 Telephone Numbers 19 4.14 Removal of Assets 19 4.15 Credit Insurance 19
Transitional MattersSeller shall use its commercially reasonable efforts to cooperate with Buyer to assure an orderly transition of ownership of the Transferred Assets and Transferred Loans and responsibility for the liabilities, including the Deposit Liabilities, assumed by Buyer hereunder. As soon as practicable following the date of this Agreement, but in no event later than 30 calendar days after the date of this Agreement, Buyer shall provide Seller with a draft of a detailed transition plan covering operational aspects of the transition, including methods for the transmission of data and records. If Seller does not accept any part or all of such plan, it must notify Buyer in writing within 15 calendar days after receiving such draft transition plan from Buyer, whereupon the parties agree to use their best efforts to agree upon a mutually acceptable transition plan as soon as possible, but in no event later than 60 calendar days after the date of this Agreement. Seller shall use its commercially reasonable efforts to cooperate fully with Buyer in implementing such transition plan.
Transitional Matters. (a) The exercise by Purchaser or Andrx of the right to terminate this Agreement under Section 6.2 will not affect any Purchase Order that was delivered to Andrx and accepted by Andrx in accordance with this Agreement and that is outstanding * filed under application for confidential treatment on the date that such right is exercised, except that, in the case of a termination by Purchaser pursuant to Section 6.2.3, Purchaser will have the right to terminate any outstanding Purchase Order in whole or in part. (b) Andrx agrees that the continuity of supply of Products is critical to the success of Purchaser’s business. In the event that either party terminates this Agreement, Andrx will use commercially reasonable efforts (subject to cost allocations as provided below) to provide for the continued supply of Products to Purchaser on the terms (including pricing) under this Agreement, and an amicable transition of manufacture of the Products. If Purchaser terminates this Agreement, Andrx will use commercially reasonable efforts to assist Purchaser in the transfer of the manufacturing of the Products to a manufacturer of Purchaser’s choosing, provided such manufacturer agrees, in a writing reasonably acceptable to Andrx, to limit its application of the manufacturing know-how it obtains by or through Andrx for the application of the XXXX technology solely to the Products. In addition, in the event Purchaser terminates this Agreement pursuant to Section 6.2.3, Andrx shall, if requested by Purchaser, continue to fill orders for Products in accordance with this Agreement, until such time as the new site for manufacturing the Products is qualified by the FDA to manufacture the Products not to exceed [xxxx]*. (c) In the case of [xxxx]*, unless such transition is caused by a termination of this Agreement due to Force Majeure, [xxxx]* shall be responsible for the payment of all reasonable third party costs and out of pocket expenses incurred by [xxxx]* in performing any activities relating to the manufacturing transfer of [xxxx]*, if [xxxx]* requests such transfer. (d) In the case of [xxxx]*, if such transition is a result of [xxxx]* breach of this Agreement or is caused by a termination of this Agreement due to Force Majeure, then [xxxx]* shall be responsible for the payment of all reasonable third party costs and out of pocket expenses incurred by [xxxx]* relating to the manufacturing transition of [xxxx]*. (e) In the case of any transition of the manufacturing other ...