/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Transition_Services/0.md
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Transitions Services
{_Seller} shall provide the services described below (the “{_Transition_Services}”) to the {_Company} during the term of this {_Transition_Services_Agreement}:- Seller Services
On the terms and subject to the conditions of this {_Transition_Services_Agreement}, {_Seller} shall provide the services to the {_Company} listed on Schedule A (“{_Seller_Services}”), in substantially the same scope, nature, and manner as was provided to the {_Company} immediately prior to the {_Closing_Date}, and for the compensation set forth opposite each of such {_Seller_Services} on Schedule A. - Third-Party Services
On the terms and subject to the conditions of this {_Transition_Services_Agreement}, {_Seller} shall use commercially reasonable efforts to cause the services listed on Schedule B to be provided to the {_Company} (“{_Third-Party_Services}”), in substantially the same scope, nature, and manner as was provided to the {_Company} immediately prior to the {_Closing_Date} by the providers that provided such services to the {_Company} immediately prior to the {_Closing_Date}, and for the compensation set forth opposite each of such {_Third-Party_Services} on Schedule B. The {_Company} acknowledges that the provision of {_Third-Party_Services} may require the consent of the relevant providers. If {_Seller} is unable to obtain such consent with respect to a particular {_Third-Party_Service}, {_Seller} and the {_Company} will use commercially reasonable efforts to arrange for an alternative person or an alternative methodology to provide the {_Third-Party_Service}. - Other Services
During the term of this {_Transition_Services_Agreement}, {_Seller} shall provide to the {_Company} any other transition services not referenced in subparagraph (a) or (b) above consistent with the types of services discussed herein and at levels consistent with the past operation of the {_Company} and reasonably requested by the {_Company} in writing with reasonably sufficient detail as to the services requested. Any fee to be charged by {_Seller} for any services provided pursuant to this Paragraph 2(c) shall be equal to {_Seller}’s actual cost to provide such {_Transition_Services}, including allocable overhead and {_Seller}’s reasonable out-of-pocket expenses consistent with past practice (“{_Seller’s_Costs}”). At the {_Company}’s request, {_Seller} shall furnish the {_Company} with reasonable supporting documentation evidencing {_Seller’s_Costs} hereunder. - Pricing
The {_Company} shall pay the respective amounts listed on Schedule A, Schedule B, and {_Seller’s_Costs} for the {_Transition_Services}. {_Seller} shall invoice the {_Company} monthly for services rendered through the end of each month. The {_Company} shall pay all invoices in full within 30 days of receipt thereof.