Extract to table

Nadia Petrosian are parties to that certain Asset Purchase Agreement, dated as of June 16, 2025 (as may be amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"); WHEREAS, the Purchase Agreement contemplates the acquisition by Buyer of substantially all of the assets of Seller relating to Seller's multi-site healthcare practice operating eleven (11) clinic locations across the States of New York and Pennsylvania (the "Acquired Business"); WHEREAS, as a condition to and in connection with the Closing (as defined in the Purchase Agreement), the Parties agreed to enter into this Transition Services Agreement (this "Agreement") to facilitate an orderly transition of certain business operations, administrative functions, and information technology systems from Service Provider to Service Recipient following the Closing; WHEREAS, Service Provider possesses institutional knowledge, existing vendor relationships, system access, and personnel familiar with the Acquired Business that are necessary to provide transitional support in revenue cycle management, billing operations, information technology migration, provider credentialing, and general administrative services during the post-Closing transition period; and WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement

"Initial Service Period" means, for each Transition Service, the period beginning on the Closing Date and ending on the date specified for such Transition Service on Schedule A, which in no event shall exceed one hundred eighty (180) calendar days following the Closing Date (i

(b) The headings and captions contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement

(c) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation

" (d) The words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement

(e) Words in the singular shall be deemed to include the plural, and vice versa, and words of one gender shall be deemed to include the other gender, as the context requires