Shared Business Contracts Sample Clauses

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Shared Business Contracts. The Parties acknowledge that the EDS Entities will no longer be members of the Seller’s Group after Completion and as such will no longer be entitled to the rights and benefits to the extent inuring to the EDS Business under any such Shared Business Contracts. In case any EDS Entity intends to enter into a new agreement in order to obtain similar rights and benefits, the Parties shall use all their respective commercially reasonable efforts to introduce the Purchaser’s designated Representatives to the relevant Representatives of the third parties who are party to any such Shared Business Contracts and negotiate with the relevant counterparty with an aim to conclude such new agreement on similar terms and conditions, taking into account however any difference in size and creditworthiness between the Seller’s Group and the Purchaser’s Group and all other requirements of the relevant counterparty.
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Shared Business Contracts. (a) The Parties acknowledge that the Shared Business Contracts relate to both the Business and the Retained Business. Following the Closing, the Parties desire for themselves and for the benefit of Sellers and Buyers, respectively, to have and obtain the rights and benefits under each Shared Business Contract to the extent related to the continuing business of the Buyers and Sellers. Immediately after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyers with their applicable rights and benefits under each Shared Business Contract by assisting the respective Sellers and/or Buyers in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). The costs of entering into a new Contract or Contract(s) shall be borne by Seller Parent, in the case of a Shared Business Contract that is a Business Contract or Buyer Parent, in the case of a Shared Business Contract that is not a Business Contract. If any Shared Business Contract cannot be separated into a Separated Contract at Closing, Seller Parent and Buyer Parent shall, and shall cause each of their respective Affiliates to, use their reasonable best efforts to cause, for the period after the Closing until such Shared Business Contract is separated into a Separated Contract or such Separated Contract expires pursuant to its terms, (i) the rights and benefits under each Shared Business Contract to the extent relating to the Business to be enjoyed by Buyer Parent; (ii) the Liabilities under each Shared Business Contract to the extent relating to the Business to be borne by Buyer Parent; (iii) the rights and benefits under each Shared Business Contract to the extent relating to the Retained Business to be enjoyed by Seller Parent; and (iv) the Liabilities under each Shared Business Contract to the extent relating to the Retained Business to be borne by Seller Parent. (b) Without limiting Section 6.6(a), if any Shared IP License Agreement is not separated in accordance with Section 6.6(a), effective as of the Closing, (i) if such Shared IP License Agreement is a Business Contract, Buyer Parent shall grant at or prior to Closing (to the extent Buyer Parent or any member of Buyer Group has a right to, and subject to the terms and conditions of the applicable Shared IP License Agreement), effective as of the Closing Date, to an entity in the Retained Group designated by Seller Parent, a perpetual, irrevocable (i) exc...
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Shared Business Contracts. For the purposes of this Clause 11.9 and Clause 11.11 (Separation of Split Contracts), in the case of a Shared VAM Contract, that part of the Shared VAM Contract that relates to the Specified Territories or Mexico shall be deemed to relate wholly to the Business and that part of the Shared VAM Contract that relates to the territories in the rest of the world shall be deemed to relate wholly to the Excluded Businesses. Subject to Clause 11.11 (Separation of Split Contracts), in relation to the Shared Business Contracts, the parties agree, following Completion, as follows: (a) Ergon shall hold or shall procure that the relevant member of the ICI Group shall hold that part of the relevant Shared Business Contract which relates to the Business or the Business Assets for the benefit of and as trustee for the Purchaser (or the relevant member of the Purchaser's Group), and that part of the relevant Shared Business Contract which relates to the Excluded Businesses for itself and/or any such other member of the ICI Group; (b) Ergon shall hold any payment, goods or other benefits received under such Shared Business Contracts in respect of the Business or the Business Assets as trustee for the Purchaser (or the relevant member of the Purchaser's Group) and shall, promptly following receipt of the same, account for and pay or deliver to the Purchaser (for itself and as trustee for each member of the Purchaser's Group) such payment, goods and other benefits; (c) the Purchaser shall, or shall procure that the relevant member of the Purchaser's Group shall, (if sub-contracting or agency is permissible under the Shared Business Contract) as the relevant member of the ICI Group's subcontractor or agent, perform on behalf of the relevant member of the ICI Group (but at the Purchaser's cost and expense) all the obligations of that member of the ICI Group under the Shared Business Contract which relate to the Business or the Business Assets; (d) where agency or sub-contracting is not permissible: (i) Ergon shall exercise its rights in respect of that part of the relevant Shared Business Contract which relates to the Business or the Business Assets as the Purchaser (or the relevant member of the Purchaser's Group) may reasonably direct or approve and not otherwise and shall account to the Purchaser (or the relevant member of the Purchaser's Group) for any sums arising under such part and shall, to the extent permitted under the terms of the relevant Shared Business Contract, ...
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Shared Business Contracts. (c) Parent will use Commercially Reasonable Efforts to deliver a true, correct and complete list of its Shared Business Contracts existing as of the date of this Agreement no later than 90 days after the date hereof (except in connection with any Contract the existence or terms of which are confidential) that are not set forth on Section 3.08(b) of the Parent Disclosure Letter. With respect to purchases of raw materials and packaging materials that are not covered or governed by a Contract other than a purchase order or other similar arrangement, Parent may satisfy this obligation by identifying the relevant raw material or packaging material and providing a reasonably detailed description of the arrangement utilized to purchase such material. (i) Parent shall use Commercially Reasonable Efforts to cause each Shared Business Contract to be assigned in relevant part to a Galleria Entity on or prior to the Business Transfer Time or to appropriately amend such Shared Business Contract to the extent permitted by applicable Law or the relevant Shared Business Contract so that Acquiror or its Affiliates will, at and following the Closing, be entitled to the rights and benefits inuring to the Galleria Business under such Shared Business Contracts, and any such amended Shared Business Contract will be treated by the Parties as a separate Contract for all purposes. In addition, Parent will provide Acquiror with contact information for such third parties and introduce representatives of the Acquiror Group to Parent’s contacts at such third parties.
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Shared Business Contracts. Prior to Closing, the Seller and the Purchaser shall discuss and agree in good faith a process to identify all material Shared Business Contracts.
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Shared Business Contracts. (i) Parent will use Commercially Reasonable Efforts to deliver a true, correct and complete list of its Shared Business Contracts existing as of the date of this Agreement no later than 90 days after the date hereof (except in connection with any Contract the existence or terms of which are confidential) that are not set forth on Section 3.08(b) of the Parent Disclosure Letter. With respect to purchases of raw materials and packaging materials that are not covered or governed by a Contract other than a purchase order or other similar arrangement, Parent may satisfy this obligation by identifying the relevant raw material or packaging material and providing a reasonably detailed description of the arrangement utilized to purchase such material.
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Related to Shared Business Contracts

  • Business Contracts (a) Schedule 2.13(a) sets forth a true, complete and correct list of the following Contracts (x) to which any of the Companies are a party as of the date of this Agreement or (y) by which any of the Companies are otherwise bound (other than (I) Contracts for commercially available software or any clickwrap, shrinkwrap or other similar standard form electronic Contracts and Company Benefit Plans and (II) the Leases) (the “Business Contracts”): (i) any Contract providing for aggregate annual payments to or by the Companies in excess of One Hundred Thousand Dollars ($100,000); (ii) any Contract that relates to the sale of any of the Companies, in whole or in part, directly or indirectly, or a material portion of the Companies’ assets, other than the sale of tangible personal property in the Ordinary Course of Business; (iii) any property management, leasing, brokerage or similar Contract with respect to the Real Property; (iv) any Contract relating to indebtedness (including, without limitation, guarantees) of any Company, in each case having an outstanding principal amount in excess of One Hundred Thousand Dollars ($100,000), other than indebtedness that is being paid in full at the Closing; (v) all collective bargaining agreements or agreements with any labor organization, union or association to which any Company is a party; (vi) any Contract under which any Company grants any exclusive rights, noncompetition rights, rights of first refusal, rights of first offer or rights of first negotiation to any Person; (vii) any Contract that contains a covenant not to compete that restricts the Business of the Companies or their Subsidiaries in any geographic location; (viii) all partnership agreements, limited liability company agreements and joint venture agreements relating to the Companies; and (ix) any Contract relating to the acquisition or sale of a business (or all or substantially all of the assets thereof) by the Companies. (b) HoldCo has made available or has caused to be made available to the Buyer Parties, prior to the date hereof, true, correct and complete copies of each Business Contract, together with all amendments or supplements thereto. There exist no defaults under any Business Contract by any of the Companies, or, to HoldCo’s Knowledge, by any other Person that is a party to any Business Contract. To HoldCo’s Knowledge, no party to any Business Contract other than the Companies intends to terminate any Business Contract.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Shared Contracts (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.

  • PUBLIC CONTRACTS AND PROCUREMENT FRAUD Contractor represents and warrants that, within the three (3) year period prior to this Contract, neither Contractor nor its principals or affiliates: (a) have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, local, or tribal) contract or purchase order under a public contract; (b) have been in violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) have been indicted for or otherwise criminally or civilly charged by a government entity (federal, state, local, or tribal) with commission of any of the offense enumerated in subsection (b) of this provision; or (d) had one or more public contracts (federal, state, local, or tribal) terminated for cause or default.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.