Additional Ancillary Agreements Clause Samples
Additional Ancillary Agreements. (a) Between the date of this Agreement and the Closing Date, Seller and Purchaser will negotiate in good faith two agreements, which will include terms and conditions customary for similar agreements, providing for the supply of cans and/or can ends between Purchaser and Seller or one or more of their respective Affiliates from certain Facilities in Europe and the U.S., for a period of up to twelve (12) months after the Closing Date.
(b) Seller and Purchaser also agree to negotiate in good faith promptly following the date of this Agreement (but, in any event prior to the Closing Date), an agreement, pursuant to which, as of the Closing Date, Purchaser shall cause Ball Europe GmbH to provide Seller and its Affiliates certain transitional services necessary to support Seller’s (and its Affiliates’) operations in Bierne (France), Belgrade (Serbia) and Lublin (Poland), in consideration for fees payable to Purchaser in an amount to be agreed and reflected in such agreement and on other terms and conditions customary for similar agreements, including in respect of indemnification.
(c) Once in forms agreed by the Parties, the agreements described in this Section 4.23 shall be deemed to be Ancillary Agreements for all purposes of this Agreement.
Additional Ancillary Agreements. 3Com and U.S. Robotics shall use their reasonable best efforts to enter into the Transition Services Agreement and the Consulting Services Agreement within 14 days after the Closing Date.
Additional Ancillary Agreements. At the Final Closing, the Parties will enter into the following additional agreements (collectively with the Initial Ancillary Agreements, the “Ancillary Agreements”):
(a) an Assumption Agreement in the form of Exhibit B-2;
(b) a ▇▇▇▇ of Sale substantially in the form of Exhibit C-2;
(c) Patent and Trademark Assignment Agreements substantially in the forms of Exhibit D-2;
(d) any letter of transfer or other documentation for the transfer of the marketing Authorizations in the Ex-U.S. Territory; and
(e) a Transition Services Agreement substantially in the form of Exhibit E-2.
Additional Ancillary Agreements. The Parties agree to execute any additional agreements and documents necessary for the Parties to perform the services under this Agreement, including, but not limited to, a business associate agreement as required under the Health Insurance Portability and Accountability Act of 1996.