Common use of Client Contracts Clause in Contracts

Client Contracts. (a) The Territory, PwCIL and BermudaCo shall as soon as practicable following the date hereof establish procedures (including, without limitation, the form of disclosures to be made to third parties in connection with the transactions contemplated hereby and the form of documentation (if any) to be provided to such third parties in connection with obtaining their consents) in connection with soliciting clients' consents in respect of Client Contracts where such consents are required for the assignment of such contracts or otherwise to implement the transactions contemplated hereby. (b) If any consents referred in paragraph (a) above shall not have been obtained by the Territory by the Closing Date, the Territory and BermudaCo shall continue to follow the procedures referred to in paragraph (a) above for obtaining such consents as soon as practicable thereafter with such modifications to those procedures as BermudaCo and the Territory may from time to time agree. (c) The Territory and BermudaCo shall cooperate to review the terms of all Cross LOS Contracts to which the Territory or any of its Subsidiaries is a party, in order to determine prior to Closing whether any such Cross LOS Contracts, subject to such consents from clients or other parties as may be necessary having been obtained, should be terminated and replaced by separate contracts relating to the Consulting Business with BermudaCo and its Subsidiaries on the one hand, and with the Territory and its Subsidiaries relating to the provision of other services on the other hand, or whether the Territory should subcontract to BermudaCo and its Subsidiaries the provision of consulting services to the client pursuant to such Cross LOS Contract with the contract not being treated as an Assigned Contract, or whether any such contract should be treated as an Assigned Contract and the provision of services and/or goods other than consulting services under such contract should be subcontracted to the Territory and its Subsidiaries. Procedures as referred to in paragraph (a) above shall apply to the solicitation of any client consents necessary to implement these arrangements in respect of any Cross LOS Contract. (d) The Territory and BermudaCo shall cooperate to review the terms of all International Client Contracts to which the Territory or any of its Subsidiaries is a party, in order to determine prior to Closing whether, subject to such consents from clients and other parties as may be necessary having been obtained, any revised subcontracting or other arrangements should to be implemented following the Closing Date or whether certain rights and obligations should be assigned and transferred to other persons. The procedures referred to in paragraph (a) above shall apply to the solicitation of any client consents in relation to an International Client Contract. (e) The provisions of this Section 9.13 shall only apply to Client Contracts, Cross LOS Contracts and International Contracts.

Client Contracts. (a) The Territory, PwCIL and BermudaCo LuxCo shall as soon as practicable following the date hereof establish procedures (including, without limitation, the form of disclosures to be made to third parties in connection with the transactions contemplated hereby and the form of documentation (if any) to be provided to such third parties in connection with obtaining their consents) in connection with soliciting clients' consents in respect of Client Contracts where such consents are required for the assignment of such contracts or otherwise to implement the transactions contemplated hereby. (b) If any consents referred in paragraph (a) above shall not have been obtained by the Territory by the Closing Date, the Territory and BermudaCo LuxCo shall continue to follow the procedures referred to in paragraph (a) above for obtaining such consents as soon as practicable thereafter with such modifications to those procedures as BermudaCo LuxCo and the Territory may from time to time agree. (c) The Territory and BermudaCo LuxCo shall cooperate to review the terms of all Cross LOS Contracts to which the Territory or any of its Subsidiaries is a party, in order to determine prior to Closing whether any such Cross LOS Contracts, subject to such consents from clients or other parties as may be necessary having been obtained, should be terminated and replaced by separate contracts relating to the Consulting Business with BermudaCo LuxCo and its Subsidiaries on the one hand, and with the Territory and its Subsidiaries relating to the provision of other services on the other hand, or whether the Territory should subcontract to BermudaCo LuxCo and its Subsidiaries the provision of consulting services to the client pursuant to such Cross LOS Contract with the contract not being treated as an Assigned Contract, or whether any such contract should be treated as an Assigned Contract and the provision of services and/or goods other than consulting services under such contract should be subcontracted to the Territory and its Subsidiaries. Procedures as referred to in paragraph (a) above shall apply to the solicitation of any client consents necessary to implement these arrangements in respect of any Cross LOS Contract. (d) The Territory and BermudaCo LuxCo shall cooperate to review the terms of all International Client Contracts to which the Territory or any of its Subsidiaries is a party, in order to determine prior to Closing whether, subject to such consents from clients and other parties as may be necessary having been obtained, any revised subcontracting or other arrangements should to be implemented following the Closing Date or whether certain rights and obligations should be assigned and transferred to other persons. The procedures referred to in paragraph (a) above shall apply to the solicitation of any client consents in relation to an International Client Contract. (e) The provisions of this Section 9.13 shall only apply to Client Contracts, Cross LOS Contracts and International Contracts.