Shared Customer Contracts Sample Clauses

The Shared Customer Contracts clause defines how two or more parties jointly manage and benefit from contracts with mutual customers. Typically, this clause outlines the responsibilities of each party regarding customer service, billing, and the sharing of revenues or liabilities arising from the customer relationship. By clearly allocating duties and benefits, the clause helps prevent disputes and ensures that all parties understand their roles in serving shared customers.
POPULAR SAMPLE Copied 3 times
Shared Customer Contracts. (a) During the period after the date hereof until the 12-month anniversary of the Closing Date, Seller will use Commercially Reasonable Efforts to (i) cause each Shared Customer Contract to be assigned in relevant part to an Acquired Entity (in the case of a partial assignment entered into before the Closing) or a member of the Acquiror Group designated by Acquiror (in the case of a partial assignment entered into after the Closing), in each case effective from and after the Closing, or (ii) appropriately amend such Shared Customer Contract (as reasonably determined by Seller in good faith) so that Acquiror or another member of the Acquiror Group will, from and after the Closing, be entitled to the rights and benefits enjoyed by the Business under such Shared Customer Contracts on substantially the same terms as then in effect; provided that Commercially Reasonable Efforts shall include the actions set forth in Section 4.04(a) of the Seller Disclosure Letter. The Parties will reasonably cooperate to prioritize the efforts with respect to the partial assignment or amendment of Shared Customer Contracts that constitute Material Contracts. In addition, Seller will provide Acquiror with contact information for such third parties and introduce representatives of the Acquiror Group to Seller’s contacts at such third parties in respect of such Shared Customer Contracts. As soon as practicable after the date of this Agreement (and in any event within 10 Business Days from the date hereof), each of Seller and Acquiror will notify the other in writing of the contact person (or persons) responsible for communications between the Seller Group and the Acquiror Group regarding third-party consents, customer communications, responses to customer questions and concerns and any negotiations on behalf of each party with respect to the arrangements and obligations under this Section 4.04. In furtherance of the foregoing, in connection with the entry into or renewal of any Shared Customer Contract after the date hereof, Seller will use Commercially Reasonable Efforts to (i) enter into separate Contracts with such customer with respect to the Business and the applicable Excluded Business(es) and (ii) include provisions in such Transferred Customer Contract that would permit such Transferred Customer Contract to be assigned, in whole or in part, to Acquiror pursuant to this Agreement.
View SourceView Similar (3)
Shared Customer Contracts. Following the execution and delivery of this Agreement, and subject to the terms and conditions of the Contribution Agreement: (i) Buyer and Sellers shall cooperate with respect to communications with the counterparty to such Shared Customer Contract related to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and (x) Buyer shall not, and shall cause the Acquired Companies not to, and (y) Sellers shall not, and cause its Affiliates not to, have any communications (whether written, via e-mail, verbal or otherwise) with any such counterparty regarding this Agreement or the transactions contemplated hereby without the participation of Sellers or Buyer, as applicable, unless Sellers or Buyer, as applicable approve in advance in writing of any such communication (including via e-mail) or as generally consistent with parameters agreed to in writing (including over e-mail) between Buyer and Sellers, provided that the foregoing shall not apply to communications by Buyer (or any Acquired Company) or Sellers (or the Change Group), as applicable, with such counterparty in connection with providing services and deliveries to such counterparty in connection with the Shared Customer Contracts or responding to questions in connection therewith.
View Source
Shared Customer Contracts. Maintenance and Support Agreement, No. 01-1367-MNT, dated September 18, 2001, between Marconi Communications, Inc. and Qwest Business Resources, Inc.
View Source
Shared Customer Contracts 
View Source

Related to Shared Customer Contracts

  • Customer Contracts 6.2.1 The Redistributor should ensure that its contracts with its Customers give it all necessary rights to control and monitor Data use. 6.2.2 The Redistributor is obliged to make the contents of this Schedule available to its customers.

  • MOST FAVORED CUSTOMER CLAUSE Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement, Contractor develops a regularly followed standard procedure of entering into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor’s most favorable past agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement. H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor’s written explanation, may decline to accept such explanation and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, benefits, or terms to H-GAC and the END USER.

  • Most Favored Customer Contractor shall, within thirty (30) days of their effective date, notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreement or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions.

  • 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.

  • SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS The Company has delivered to TCI an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 1% or more of the Company's annual revenues for the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such period. Except to the extent set forth on Schedule 5.15, none of such customers have canceled or substantially reduced or, to the knowledge of the Stockholders, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 all Material Contracts (as defined below) to which the Company is a party or by which it or any of its properties are bound, other than agreements listed on Schedules 5.10, 5.14 or 5.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to TCI. For purposes of this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000. The Company has also indicated on Schedule 5.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity.