Operational Agreements Clause Samples

Operational Agreements. Concurrently with the merger of BRASIL TELECOM CELULAR into ▇▇▇ and the other operations referred to in section 1.2 above, it is envisaged that BRASIL TELECOM and TIM, or the Subsidiaries, as the case may be, will, in order to increase for BRASIL TELECOM the advantages of the merger, enter into a Long Distance services agreement, pursuant to which BRASIL TELECOM will provide such services to TIM, or the Subsidiaries, as the case may be, and into other operational agreements. In addition, the existing agreements between BRASIL TELECOM and BRASIL TELECOM CELULAR will be reviewed and amended, or integrated into the new agreements, as necessary for their terms and conditions to reflect arms’ length bases. The specific terms and conditions of each of such new agreements and of any amendments to existing agreements will be negotiated and agreed to by BRASIL TELECOM and TIM, or the Subsidiaries, as the case may be, on an arm’s length conditions respecting the existing sectorial and antitrust regulations, and will be based on the following principles: a) BRASIL TELECOM will rely on the mobile network of ▇▇▇ and the Subsidiaries to continue offering its distinctive offer based on convergent services in compliance with current regulation; b) BRASIL TELECOM will exploit the highest know-how of the GSM technology provided by TIM in order to offer innovative value added services and mobile office solutions to its customers; c) BRASIL TELECOM will create synergies between the two distribution networks: (i) BRASIL TELECOM will increase the capillarity of its commercial presence by exploiting the distribution network of TIM and the Subsidiaries in Region II (more than 3.400 Points of Sale, of which more than 700 Corporate and 15 owned Points of Sale), where a range of services would be provided, from a “friendly contact point” ( information on BRASIL TELECOM services) to the sale of convergent services, and (ii) BRASIL TELECOM will earn from the promotion of services of TIM and the Subsidiaries through its distribution network; d) BRASIL TELECOM will be the preferred provider of TIM and the Subsidiaries for long distance services and on a preferential and on a “most favored customer” basis, to the extent permissible under applicable regulation; e) BRASIL TELECOM will be a preferred provider of TIM and the Subsidiaries for leased lines, cables and backbone transmission facilities that will be granted on a “most favored customer” basis and subject to any requirements of non...

Operational Agreements. 2.2.1. The PG&E Power Contract, as modified by the July 16, 2002 Agreement Concerning Power Purchase Contract of 1966 and Consolidated Operations of the Narrows I and Narrows II Powerhouses. The 2002 Agreement removed the generation quota terms of the PG&E Power Contract for the months of January to June.

Operational Agreements. 2.1. Management Support and Strategic Advisory Agreement, dated June 4, 2014, among Casino, ▇▇▇▇▇▇▇▇- ▇▇▇▇▇▇▇▇▇ S.A., Euris S.A.S. and Cnova N.V. 2.2. DCF Commercial Partnership Agreements

Operational Agreements. Duly executed counterparts of such operational agreements (such as operational balancing agreements), in form and substance customary to the Natural Gas pipeline industry, as may be reasonably requested by EQT or PNG in connection with the assignment of the Assets and the consummation of the transactions contemplated by this Agreement and the Master Purchase Agreement.

Operational Agreements. Duly executed counterparts of the agreements referred to in Section 8.2(a)(xi).

Operational Agreements. As of the date hereof, Section 5.11 of the Buyer Disclosure Schedule contains a true, accurate and complete copy of any material agreement to which Buyer, Acquisition Sub or any Investor is a party relating in any way to the programming or operation of (i) any of the Company’s television or radio networks or (ii) any of the television or radio broadcast stations currently licensed to the Company, including without limitation agreements that may take effect after the Effective Time (“Buyer Operational Agreements”).

Operational Agreements. An operational agreement (Verwaltungsvereinbarung) laying down the necessary and useful administrative measures for administering the Agreement will be entered into, with the participation of the competent authorities, between the liaison agencies.

Operational Agreements. The following agreements, in each case duly executed by Seller Parties, it being agreed that only the agreement described in clause (viii) has been finalized by the parties and that the other agreements are to be negotiated and modified in a manner mutually satisfactory to the parties based upon the parties’ discussions and understandings as of the execution of this Agreement (collectively, the “Operational Agreements”): (i) A Trademark License Agreement pursuant to which the Seller Parties grant to Buyer the right to use the Trademarks and Trade Names specified therein on the terms set forth therein (the “Seller Trademark License Agreement”), substantially in the form attached hereto as Exhibit D; (ii) A Trademark License Agreement pursuant to which Buyer grants to Seller the right to use the DSD Business Marks for the purposes and on the terms set forth therein (“Buyer Trademark License Agreement”), substantially in the form attached hereto as Exhibit E; (iii) A Trademark License Agreement pursuant to which Buyer grants to Seller the right to use the Trademarks and Trade Names specified therein in Canada and Mexico on the terms set forth therein (the “Superior Trademark License Agreement”), substantially in the form attached hereto as Exhibit F. (iv) A Seller Transition Services Agreement (the “Seller Transition Services Agreement”) substantially in the form attached hereto as Exhibit G; (v) A Cappuccino and Cocoa Transition Agreement with each of Seller’s two manufacturers pursuant to which Seller’s designees may supply to Buyer certain cappuccino and cocoa products on the terms set forth therein (each a “Cappuccino and Cocoa Transition Agreement”), substantially in the form attached hereto as Exhibit H (and subject to any reasonable modifications required by said manufacturers); (vi) A Co-Pack Agreement pursuant to which Buyer will co-pack for Seller at the Houston Plant, for Seller’s NSO Business, certain varieties of ▇▇▇▇ ▇▇▇ Foodservice roast and ground coffee, tea and related products presently produced at the Houston Plant, whether or not related to the DSD Business, on the terms set forth therein (“Buyer Co-Pack Agreement”), substantially in the form attached hereto as Exhibit I; (vii) A Co-Pack Agreement pursuant to which Seller will co-pack for Buyer at the St. Louis Park, Moonachie and Harahan Facilities to be retained by Seller, for Buyer’s operation of the DSD Business, certain varieties of roast and ground coffee and related products presen...

Operational Agreements. At Closing, the Parties shall execute and deliver: (a) the Teton Area Operating and Farmout Agreement; (b) the Loma Area Operating and Farmout Agreement; and (c) the Regional AMI Agreement; Notwithstanding anything to the contrary in this Agreement, the execution and delivery of the Operational Agreements in no way affects any representations, warranties, covenants or indemnities set out in this Agreement.