TSA Exit definition

TSA Exit means the transition or migration from the provision of a particular Service by Merck to Organon under this Agreement to performance of such Service by Organon or a Third Party designated by Organon or the end of a Service for which no such transition or migration is required.
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TSA Exit has the meaning given to it in paragraph 10 of Part A of Schedule 9 (Transitional Services);
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Examples of TSA Exit in a sentence

  • The Transition Managers shall promptly meet to discuss such matters submitted or communicated to them by the executives responsible for the transition management, including the completion of any TSA Exit and any amendment, supplement or modification of or to the Transition Services Schedule or the Service Fees Schedule, and reasonably and in good faith cooperate to reach agreement on mutually acceptable terms.

  • Invoicing and payments for such Expenses to be reimbursed pursuant to this Section 3.2.9 for each such TSA Exit shall be included in the invoices and payments to be made in accordance with Section 3.3. If, at any time, Merck determines that the actual Expenses for any such support provided under this Section 3.2.9 will exceed the estimated Expenses by greater than ten percent (10%), Merck shall inform Organon who may decide for Merck to continue such support or cease such support.

  • For any support by Merck for TSA Exits (which support shall be consistent with the applicable agreed TSA Exit plan (or completed after the Effective Date in preparation for such TSA Exit plan), including an estimate of the Expenses, for such TSA Exit support), Organon shall reimburse Merck for all related Expenses, calculated in accordance with the principles set forth on Schedule 2.

  • For the avoidance of doubt, at each TSA Exit, the Parties shall ensure that all relevant systems are fully separated, with a complete standalone separation, including the requisite network infrastructure and new hardware.

  • For any support by Organon for TSA Exits (which support shall be consistent with the applicable agreed TSA Exit plan (or completed after the Effective Date in preparation for such TSA Exit plan), including an estimate of the Expenses, for such TSA Exit support), Merck shall reimburse Organon for all related Expenses, calculated in accordance with the principles set forth on Schedule 2.

  • Providers shall have no obligation to provide any Information to Recipient relating to systems or operations, including computer systems, of Providers, members of the PBF Group or their respective third party agents or contractors, except to the extent that disclosure of such Information is necessary, proper or advisable to provide the Transition Services hereunder or in connection with the TSA Exit Plans.

  • Invoicing and payments for such Expenses to be reimbursed pursuant to this Section 3.2.8 for each such TSA Exit shall be included in the invoices and payments to be made in accordance with Section 3.3. If, at any time, Organon determines that the actual Expenses for any such support provided under this Section 3.2.8 will exceed the estimated Expenses by greater than ten percent (10%), Organon shall inform Merck who may decide for Organon to continue such support or cease such support.

  • The TSA Exit Plan shall also include details of the costs (including irrecoverable VAT) which will be incurred ​ by the relevant members of the Sellers’ Group (as suppliers) in relation to discharging their obligations under the same (the “TSA Exit Costs”).

  • The Steering Committee members shall be the reference persons of the respective Party for the performance of the Services and other activities regulated under this Agreement, as well as for the implementation of the TSA Exit Plan.

Related to TSA Exit

  • Third Party Acquisition has the meaning set forth in Section 4.7(a).

  • Divestiture means any transaction or event that the Board specifies as a Divestiture under Section 10.5.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Permitted Change of Control means any Change of Control that does not constitute a Change of Control Triggering Event.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.