Continuing Relationships Sample Clauses
The Continuing Relationships clause defines how certain obligations or rights between parties will persist even after the main agreement has ended. Typically, this clause specifies which provisions—such as confidentiality, indemnity, or dispute resolution—remain in effect beyond termination or expiration of the contract. Its core practical function is to ensure that essential responsibilities and protections continue to apply, thereby preventing gaps in coverage or enforcement that could arise once the primary contractual relationship concludes.
Continuing Relationships. The Seller agrees to use its reasonable efforts for a period not to exceed 30 days from closing to assure an orderly transition and favorable business relationship between the Purchaser and Seller's existing phone customers and suppliers. The Seller shall not, from and after the Closing Date, solicit orders from such customers. In addition, the Seller shall, from and after such time, direct to the Purchaser all inquiries from such customers and other persons regarding the business of Seller. The Seller shall, from and after the Closing Date, maintain the absolute confidentiality of all matters relating to the Assets and business for three (3) years following the Closing Date. Except for information which Seller has made publicly available or is otherwise in the public domain, Purchaser shall not use or disclose any information which Purchaser may have acquired concerning the Seller, or the business practices of Seller, that are not directly related to the Assets. Without limiting the foregoing and except for information which Seller has made publicly available or is otherwise in the public domain, Purchaser shall not use or divulge to any third person any financial information concerning the Seller, including, but not limited to, the Financial Statements (except for financial information directly related to the Installed Pay Telephones). None of the foregoing restrictions on disclosure by Seller or Purchaser shall apply to disclosures mandated by a court, taxing authority or other governmental entity with authority to require such disclosure. Except for passive investment as less than a 10% shareholder in any publicly traded company, neither Seller nor any of its members and certain individuals including but not limited to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, shall for a period of thirty-six (36) months from the date of Closing directly or indirectly, own, manage, operate, join, control, participate in, advise, or be connected in any manner with any person, firm, corporation or other entity which is, or becomes engaged in the operation of pay telephones or in the solicitation for the installation or sale of any associated services, including but not limited to long distance services, to any customers of Seller within the States of Utah, Iowa and Arizona or any person or entity within such States. This covenant on the part of the Seller, its officers and shareholders shall be construed as an agreement independent of any other provisions of this Agreement. Th...
Continuing Relationships. If this Agreement is terminated other than for Agent’s breach, all commissions due to Agent pursuant to Section 3(d)(ii) above for orders placed after the date of termination of this Agreement shall be paid for a period of ten (10) years after the termination date of this Agreement or for the term of the Client or Customer relationship with Company, whichever is shorter.
Continuing Relationships. The Seller agrees to use its reasonable efforts for a period not to exceed 90 days from Closing to assure an orderly transition and favorable business relationship between the Purchaser and Seller's existing phone customers and suppliers. Seller shall provide adequate training of personnel on the procedures of Seller's business. The Seller shall not, from and after the Closing Date, solicit orders from such customers. In addition, the Seller shall, from and after such time, direct to the Purchaser all inquiries from such customers and other persons regarding the business of Seller in South Carolina and North Carolina. The Seller shall, from and after the Closing Date, maintain the absolute confidentiality of all matters relating to the Assets and business for three (3) years following the Closing Date.
Continuing Relationships. The Authority and the Developer acknowledge that the Revitalization Plan contemplates and encompasses certain long-term continuing relationships between the Authority and the Developer or Affiliates of the Developer following completion of construction of each Phase that are integral to the realization of the goals of the Revitalization Plan and material inducements to the Developer's application for designation as the Authority's Development Partner and to the Authority's selection of Developer. The terms and conditions of such continuing relationships with respect to each Phase are to be more fully described and set forth in various development documents which will be executed in connection with the respective Closings for each Phase. The present understandings between the Authority and the Developer with respect to such relationships as they relate to the Rental Phases, and as will be memorialized and further detailed in separate agreements at the Closings of each Rental Phase, are summarized in the following provisions of this Section 8.
Continuing Relationships. 19 6.7 No Shop Clause....................................................... 20 6.8 Closing.............................................................. 20 6.9 Election to Treat as Asset Sale...................................... 21 6.10
Continuing Relationships. (a) If and when Seller wishes to purchase a cargo of domestically produced ethanol for export, it will offer Buyer the first opportunity to sell or broker the sale of the ethanol to Seller.
(b) In the event that Buyer wishes to export a cargo of ethanol, it will offer Seller the first opportunity to purchase the ethanol.
(c) In the event that Seller wishes to sell a cargo of foreign-produced ethanol in the United States (subject to the limitations of the preceding section 8), it will offer Buyer the first opportunity to purchase or market the ethanol.
(d) If Buyer wishes to import foreign ethanol produced by any company other than SASOL of South Africa, Buyer will offer Seller the first opportunity to sell or procure the ethanol.
(e) If Seller decides to institute a business involving the production or marketing of ethanol for beverage use in the United States, Seller will offer Buyer an opportunity to participate in such business.
Continuing Relationships. In the event relationships with SCHLUMBERGER affiliates not involved in the RPS Business survive the Closing, the Parties shall continue such relationships at standard arm's length conditions.
Continuing Relationships. CML has no knowledge that (other than upon contract completion) any such provider or customer intends to cancel or otherwise modify its relationship with Electro and/or CML Fiberoptics or to decrease materially or limit its services, supplies or materials provided to Electro and/or CML Fiberoptics or its usage or purchase of the services or products of Electro or CML Fiberoptics. The acquisition of the Transferred Assets by the Company will not, to the knowledge of CML, have a Material Adverse Effect on the relationship of Electro or CML Fiberoptics with any such provider or customer.
Continuing Relationships. For the periods subsequent to the Closing ------------------------ provided for therein, the Purchaser shall comply with the provisions of Sections -------- 6.6(a) and (b). ------ ---
Continuing Relationships. (a) Seller shall, and shall cause the applicable Acquired Companies to, enter into or extend, as applicable, the Warner Bros. Arrangements, each for a fixed four-year term following the Closing Date and on substantially the same terms as the current Warner Bros. Arrangements, except that, with respect to the Warner Sunset Soundtrack Contract, Warner Bros. Entertainment Inc. shall have the right to distribute itself up to two soundtracks of its choice in each of the second, third and fourth years of such Contract. The Warner Music Publishing Business shall enter into a perpetual synch license in favor of Warner Bros. Studio and its Affiliates on the terms set forth in Schedule 6.13(a).
(b) Seller shall, and shall cause the applicable Acquired Companies to, enter into or extend, as applicable, the New Line Arrangements, each for a fixed four-year term following the Closing Date and on substantially the same terms as the current New Line Arrangements, except as modified by the terms set forth in Schedule 6.13(b).
(c) Seller shall discuss in good faith with Purchaser the continuation or expansion of any formal or informal relationships that may exist from time to time between the Warner Businesses, on the one hand, and Seller and its Affiliates (other than the Acquired Companies) on the other hand, including any administration agreements entered into between the Warner Music Publishing Business, on the one hand, and Seller or its Affiliates (other than the Acquired Companies) on the other hand.