Transition Services Contract Clauses (185)

Transition Services. During the Transition Period, it is the intention of the Company and Executive that Executive shall continue to provide significant services to the Company on the terms set forth in Section 1 above. Executive shall report to and cooperate with the Company's CEO on a reduced schedule to assist with succession planning and transition of Executive's duties and responsibilities as Co-Chief Investment Officer, Executive Vice President, Acquisitions (the "Transition Services"). The Company will... continue to provide administrative support and resources as necessary for Executive to provide the Transition Services. Executive may provide the Transition Services remotely, other than for meetings with the CEO at the Company's offices in San Mateo, California. Throughout the Transition Period, Executive is expected to provide a high level of performance and continue to significantly contribute to the success of the Company. Executive shall remain subject to the Company's Employee Code of Conduct and all Company policies, including, but not limited to, the Company's Insider Trading Policy and the Company's Incentive Compensation Recoupment Policy. View More

Transition Services. From the date hereof through the Separation Date, Employee shall continue as the Company's Chief Operating Officer and shall perform such transition services as the Company may request, including, without limitation, those relating to the transition of his positions, offices, authority, duties, or responsibilities with the Company. Employee also agrees to assist with the execution of all documents and all other instruments which the Company shall deem necessary to accomplish any such transition... ("Transition Services"). Notwithstanding the foregoing, the Company may immediately terminate the Transition Services for any reason it determines, in its sole discretion, to constitute Cause (as defined in the Employment Agreement) and shall have no further obligation to provide the consideration set forth in Section 4 hereunder. Following the Separation Date through December 31, 2020, or such later date as is mutually agreed to by the parties, Employee shall provide consulting services to the Company concerning such matters and responsibilities as are reasonably requested by the Company, for a monthly fee of $15,000. View More

Transition Services. Seller Transition Services. During the Term of this Agreement, Seller Parties shall provide, or shall cause one or more of their Affiliates to provide, to Continental the services set forth in Schedule 1 (individually, a "Transition Service" and, collectively, the "Transition Services") for the individuals expected to transfer with the business at the Closing set forth in Schedule 2, and who do in fact so transfer (the "Transferred Employees"). The Parties acknowledge the transitional nature of... certain of the Transition Services. Accordingly, the Buyer Parties agree to use commercially reasonable efforts to make a transition, as promptly as practicable following the execution of this Agreement, of each Transition Service to its own internal organization or to obtain alternate third-party sources to provide the Transition Services, if applicable. The Parties acknowledge and agree that in no event shall the Transition Services extend beyond May 31, 2021 (the period from the Effective Date through May 31, 2021 or such earlier date as may mutually be agreed to by the Parties being the "Term" and the "Transition Services Period"). Buyer Parties shall pay for costs incurred by Seller Parties as set forth in Schedule 1. 1.2. Service Levels. The Transition Services shall be substantially similar in quality to those provided internally by Seller Parties prior to the Effective Date. 1.3. Employee Cooperation; Contact Points. Each Party shall cause its employees to reasonably cooperate with employees of the other to the extent required for effective delivery of the Transition Services. Schedule 3 sets forth points of contact for each Party who shall be responsible for the day-to-day implementation of this Agreement, including attempted resolution of any issues that may arise during the performance of any Party's obligations hereunder. 1.4. Access to Premises. In order for the Seller Parties to provide the Transition Services, the Seller Parties on the one hand, and the Buyer Parties on the other, agree to provide each other and their Affiliates' employees and any third-party service providers or subcontractors who provide Transition Services, at no cost, access to their respective facilities, assets and books and records, in all cases to the extent necessary for the Parties to fulfill their obligations under this Agreement. The Parties agree that all of their and their Affiliates' employees and any third party service providers and subcontractors, when on a Party's property or when given access to any equipment, computer, software, network or files owned or controlled by a Party, shall conform to the policies and procedures of such Party concerning health, safety and security which are made known to such Party in advance in writing. 1.5. Limitation of Warranty. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, IMPLIED OR EXPRESSED, WITH RESPECT TO THE TRANSITION SERVICES EXCEPT AS SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE SPECIFICALLY DISCLAIMED. 1.6. Costs and Expenses. The Buyer Parties shall promptly reimburse the Seller Parties for the costs of employee time used during the provision of Transition Services and the actual amounts paid or expenses incurred by Seller Parties pursuant to Section 1(d) of Schedule 1 to or for the Transferred Employees, without any offset by the Buyer Parties. View More

Transition Services. From the date hereof through the Separation Date, Contractor shall not report to the Company's premises and shall only perform such services as the Company may request, including, without limitation, those relating to the transition of Contractor's positions, offices, authority, duties, or responsibilities with the Company. Contractor also agrees to assist with the execution of all documents and all other instruments which the Company reasonably deems necessary to accomplish any such transition. View More

Transition Services. From the Agreement Date through the Termination Date (the "Transition Period"), Employee will remain employed by Employer pursuant to the Employment Agreement and shall perform such services requested by the Board of Directors or Chief Executive Officer including services to assist in the transition to a new general counsel. When performing legal services during the Transition Period, Employee will consult regularly with the individual who will be the new general counsel. Employee will perform... such services fully and faithfully. Employee agrees that during the Transition Period he will not terminate employment due to a Constructive Termination as described in the Employment Agreement. During the Transition Period, Employer will continue to pay Employee's annual base salary as in effect on the Agreement Date, payable in accordance with Employer's normal payroll practices, and Employee may continue to participate in the CyrusOne Group health and welfare benefit plans and 401(k) plan, subject to the terms of the plans. On or as soon as practicable after the Termination Date, Employee will be paid his earned but unused paid time off through the Termination Date, pursuant to Employer policy. All payments will be subject to tax withholding and regular deductions. View More