Transition Services. Upon expiration or earlier termination of this Agreement (except due to the termination by Cellnet pursuant to Section 11.1(a) or (b)), the Parties agree they will cooperate to assist in the orderly transfer of performance of the AMR Services to a new service provider selected by Laclede (the "Transition Services"). Without limiting the generality of the foregoing, Cellnet shall provide Laclede and its

Transition Services. For a period of six (6) months following the Separation Date, Employee shall perform such services as the Executive Committee of the Company may reasonably 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 Executive Committee of the Company shall deem necessary to accomplish any such transition.

Transition Services. Each Party shall perform (“Service Provider”) for the other Party (“Receiving Party”) certain transition services as set forth on [Schedule 1] hereto (the “Transition Services”) for the time periods described in this Agreement. In consideration for the performance of the Transition Services, the applicable Receiving Party shall pay to the applicable Service Provider the fees set forth on [Schedule 1] (the “Service Fees”) in accordance with Section 4 of this Agreement. Each Receiving Party reserves the right to request additional Transition Services from the applicable Service Provider that are not currently contemplated on [Schedule 1] and the Parties will work in good faith to agree on reasonable terms. The applicable Service Provider shall promptly respond to such request by the applicable Receiving Party.

Transition Services. Employee shall be available during the Transition Period to provide services to the Company consistent with Employee's duties and responsibilities as Executive Vice President of Finance (the "Transition Services"). During the Transition Period, Employee will work solely from home, unless requested to come into the office by the Company's President and COO, and will have contact regarding the Transition Services and all other Company business matters only with Employee's direct reports and the President and COO.

Transition Services. Promptly after the Effective Date, the Parties shall negotiate in good faith for a definitive agreement for the provision of certain training services respecting the XIPERE Product by Clearside’s medical science liaisons to Bausch Health’s sales representatives. The duration of the provision of such training services shall be determined by Bausch Health, in its sole discretion, but shall not exceed a period of ​ from the date of receipt of Regulatory Approval by the FDA of the XIPERE NDA, or such longer period as agreed by the Parties in writing. Such training services shall be at Bausch Health’s expense, at an hourly rate of ​ per hour. In addition, Clearside shall provide to Bausch Health, at no cost, reasonable access to Clearside personnel involved in the Development of the Device and the XIPERE Product, either in-person at Clearside’s facility or by teleconference, but such access shall not include an obligation for Clearside personnel to travel or a level of access or assistance that would unreasonably interfere with the duties of such personnel. Bausch Health shall reimburse all reasonable documented out-of-pocket costs and expenses reasonably incurred by Clearside in connection with this Section 3.3, including travel expenses for any agreed travel by Clearside personnel.

Transition Services. For a period beginning on the Closing Date and ending on the 6-month anniversary of the Closing Date, as reasonably requested by Buyer from time to time, Seller agrees to assist Buyer in understanding the INDs and Know-How. If Buyer desires further assistance from Seller beyond the initial 6-month period, Seller may, but is under no obligation to, continue to assist Buyer at an hourly rate to be negotiated by the Parties.

Transition Services. The Company shall cooperate in good faith with the Exiting Founder with respect to the provision of certain transition support services reasonably necessary to transition the Exiting Founder from the Company’s PBM Platform (the “Transition Services”). The price to be paid for the foregoing Transition Services ​.

Transition Services.During the Consulting Period (as defined in the above Recitals), Employee agrees that Employee will provide consulting services to the Company. Employee will perform tasks as agreed upon pursuant to the Consulting Agreement and assigned in good faith and to the best of Employee’s abilities (including, without limitation, assisting the Company with transitioning Employee’s responsibilities).

Transition Services. After notice of termination or non-renewal by AssetMark, RUS shall continue to provide the BETA Services and shall cooperate fully with AssetMark in effecting an efficient and complete transition of the BETA Services to AssetMark or another services provider, such cooperation to include transfer of any and all AssetMark Data (except RUS may retain a copy to the extent that the AssetMark Data resides on the RUS’s backup, disaster recovery or business continuity systems and is not generally accessible or RUS is obligated by applicable Law or industry or governmental regulations to retain such Confidential Information), which shall include all records, files, information and procedures relating to the BETA Services and reasonable opportunities to discuss the BETA Services with appropriate employees of RUS and such other reasonable transition services as AssetMark shall request (collectively, the “Transition Services”). RUS shall provide the Transition Services based on the rates set forth in Exhibit A for any additional resources required to provide the Transition Services. AssetMark shall pay the charges for de-conversion set forth in Exhibit A and other fees for Transition Services as agreed by the parties. The Transition Services will be provided commencing upon notice of termination or non-renewal by AssetMark, as applicable, and shall continue to be provided by BETA at AssetMark’s request until eighteen (18) months after termination. After the completion of the provision of the Transition Services by RUS, RUS shall, if requested and paid for by AssetMark, retain a copy of AssetMark’s and its Affiliates’ transaction data until such time as AssetMark sends a request for destruction of the same, provided that RUS shall provide inquiry only services for the period after de-conversion. Upon the completion of such destruction, RUS shall send AssetMark a written and certification of the completion of the same.

Transition Services. In the event of any termination of this Agreement, Onboarding Agent will assist in the transition of the Management and Internet Services to a third-party provider to allow for a smooth transition of the Management and Internet Services with minimal interruption in the Management and Internet Services to each Unit, to the extent requested by Owner, not to exceed a period of ​ or the period set forth in the Services Contract, whichever is longer. During any such transition period, Owner shall continue to pay Fees to Onboarding Agent.