Bundled Contracts. Before the Closing, each of the Purchaser or any other relevant Designated Purchaser, on the one hand, and the relevant Designated Seller, on the other hand, shall use their reasonable efforts to enter into arrangements with the other party to each customer contract which includes the sale of Nortel Products and Nortel Services and the sale of other Designated Seller products and services (a “Bundled Contract”), with effect following the Closing Date, to amend the Bundled Contracts so as delete all obligations and Liabilities therefrom as they relate to the Nortel Products and the Nortel Services and that a new contract is entered with into with the applicable customer and which only relates to Nortel Products and Nortel Services, in which event such new contract shall be deemed to be a Seller Contract; provided, however, that the Seller shall be under no obligation to compromise any right, asset or benefit or to expend any amount or incur any Liability in obtaining such arrangements or consents, and further provided, that the rights and obligations of the supplier in such Seller Contract have not been respectively restricted and broadened or modified in any material way. For those Bundled Contracts for which such arrangements could not be entered into five Business Days prior to the Closing Date, and to the extent that the Purchaser waives the Closing condition regarding the unbundling of such Bundled Contract, the Seller shall or shall cause the other relevant Designated Sellers to provide or cause to be provided to the Purchaser or a Designated Purchaser, the benefits of such Bundled Contracts in so far as they relate to the Business under the terms and conditions of the agreement which the relevant Parties will enter into in the form attached as Exhibit P (the “Subcontract Agreement”). The contract with O2 and Mobisle Communications Limited (“Malta”) shall not be unbundled and the Subcontract Agreement shall apply to O2 and Malta.
Bundled Contracts. (a) Each of the Purchaser and the Sellers shall, and the Purchaser shall cause any relevant Designated Purchaser, as applicable, to use its reasonable efforts to, prior to the Closing Date, enter into arrangements with the counterparty to each Contract of a Seller that is listed in Section 5.16 of the Sellers Disclosure Schedule (a “Bundled Contract”), to amend such Bundled Contract so as to delete all obligations and Liabilities therefrom as they relate to the CDMA Products and the CDMA Services and enter into a new Contract (effective as of, and conditioned upon the occurrence of, the Closing) with the applicable counterparty and which only relates to CDMA Products and CDMA Services, on substantially the same terms and conditions as are in effect for the sale or provision of CDMA Products and/or CDMA Services under the Bundled Contract or as otherwise acceptable to Purchaser, in which event such new Contract shall be deemed to be a Seller Contract, and such Bundled Contract shall cease to be a Bundled Contract. Seller shall generally be responsible for all administrative costs, fees and expenses connected with entry into a new Contract to replace a Bundled Contract as provided in the preceding sentence (other than Cure Costs and consent fees in respect of Bundled Contracts that are not Specified CDMA Contracts or the costs, fees and expenses of Purchaser or any counsel to Purchaser); provided, however, that the Sellers shall be under no obligation to compromise any right, asset or benefit in obtaining such arrangements and the failure to enter into such arrangements with respect to any Bundled Contract shall not entitle the Purchaser to terminate this Agreement, not to complete the transactions contemplated hereby (except as otherwise provided in Section 8.3(c)) or reduce the Purchase Price payable hereunder (except as otherwise provided in Section 2.2.1). Except with respect to the Specified CDMA Contracts, which must be separated, in the event Sellers’ efforts do not result in the separation of a Bundled Contract, then Purchaser and Sellers shall cooperate in good faith to enter into reasonable arrangements to provide the Purchaser or Designated Purchaser, as applicable, the same interest, benefits, rights and obligations under such Bundled Contract, only to the extent relating to the CDMA Business. In particular, with respect to the Master Agreements (as defined in Exhibit F), the Sellers shall comply with their obligation to enter into a subcontract ...
Bundled Contracts. The Parties recognize and agree that the Bundled Contracts cover both the Product and other products of Reliant and that the Bundled Contracts are not being assigned to the Purchaser under this Agreement. Reliant shall use commercially reasonable efforts, at its sole expense and as promptly as reasonably possible, to terminate the Bundled Contracts solely as such contracts relate to the Product.
Bundled Contracts. The Parties recognize and agree that the Bundled Contracts cover both the Product and other products of Reliant and that the Bundled Contracts are not being assigned to Oscient under this Agreement. For a period not to exceed sixty (60) days following the Closing, Reliant shall diligently assist Oscient in the transition of the Product onto replacement contracts with Oscient by making introductions to the appropriate counterparties and notifying such counterparties of Oscient’s acquisition of the Product pursuant to customary termination letters. Reliant shall use commercially reasonable efforts to terminate as promptly as reasonably possible the Bundled Contracts solely to the extent that such contracts relate to the Product.
Bundled Contracts. The Parties recognize and agree that the Bundled Contracts cover both the Phos-Lo Products and other products of the Seller and that the Bundled Contracts are not being assigned to the Buyer under this Agreement. [***]
Bundled Contracts. (a) Section 5.15 of the Sellers Disclosure Schedule lists each Contract that the Sellers or their Affiliates have entered into prior to the date hereof providing for the sale or provision of Products and/or Services and the sale or provision of other products and services of the Sellers or their Affiliates (each, a “Bundled Contract”).
Bundled Contracts. The Parties acknowledge that there are existing Contracts that have been entered into by IMIM or any of its Subsidiaries that encompass both products Related to the Business and one or more non-Business related products (as set forth on Schedule 3.6, the “Bundled Contracts”), which due to their broad coverage across IMIM and its Subsidiaries’ products and businesses, may not be wholly assignable or terminable. After the Closing Date, IMIM and its Subsidiaries (including the Companies) shall work with Parent and its Subsidiaries to fulfill the continuing obligations pursuant to the Bundled Contracts on terms agreed pursuant to the Transition Services Agreement. Purchaser acknowledges and agrees that (i) the Bundled Contracts are not part of the Acquired Assets or Transferred Assets and (ii) any obligations with respect to Bundled Contracts will be set forth in the Transition Services Agreement; provided, however, IMIM and its Subsidiaries shall not extend the term of any existing Bundled Contracts with respect to the Business. Except as may be expressly provided elsewhere in this Agreement or in the Transition Services Agreement, the Sellers acknowledge that Purchaser shall assume no Liabilities, including Tax Liabilities, with respect to the Bundled Contracts.
Bundled Contracts. To the extent permitted by Applicable Law, Buyer covenants and agrees that after the Closing it will continue to honor Sellers' commitments made in each such bundled contract with respect to supplying the relevant products, including the sale price, for the respective commitment terms set forth in Section 1.15 of the Disclosure Schedule. As soon as practicable after the Closing Date, Sellers and Buyer will, at the request of Buyer, request each third party to the Bundled Contracts to relieve Sellers of their obligation to provide such products under each such Bundled Contract. ARTICLE 7.19
Bundled Contracts. The Purchaser hereby grants, and shall cause the Company to grant, to the Seller and its Affiliates a non-exclusive, worldwide, irrevocable, sublicensable (solely for the benefit of the Seller and its Affiliates), transferrable (in connection with the assignment or transfer of any of the Bundled Contracts or in connection with the sale of all or substantially all of the business of the Seller or its Affiliates to which any of the Bundled Contracts relates) license to continue to access, use and, solely with respect to the Specified Bundled Contracts (as defined in Schedule II), sell the applications and solutions of the Business Products related to the Bundled Contracts, from and after the Closing, in connection with the performance of the Bundled Contracts by the Seller or its Affiliates, subject to the immediately following sentence, at no cost to the Seller or its Affiliates and not subject to any other royalty or fee payable by the Seller or its Affiliates to the Company or the Purchaser, in the ordinary course of business and consistent with how the retained businesses of the Seller and its Affiliates access, use and sell such applications and solutions of the Business Products as of the date hereof. With respect to the Specified Bundled Contracts, the Seller or its Affiliates, as applicable, shall pay to the Purchaser or the Company, as applicable, any and all fees to the extent related to such applications and solutions of the Business Products owed by customer thereunder to the Seller or its Affiliates, as applicable, pursuant to the terms and conditions of the Specified Bundled Contracts.
Bundled Contracts. (a) Each of the Purchaser and the Sellers shall, and the Purchaser shall, and shall cause any relevant Designated Purchaser, as applicable, to use its reasonable efforts to, at least fifteen (15) Business Days prior to the Closing Date, enter into arrangements with the counterparty to each Contract of a Seller that involves the sale or provision of Products and/or Services to a customer and the sale or provision of other products and/or services of the Sellers or their Affiliates and is listed in Section 5.14 of the Sellers Disclosure Schedule (a “Bundled Contract”), to amend such Bundled Contract so as to delete all obligations and Liabilities therefrom as they relate to the Products and the Services and enter into a new Contract (effective as of, and conditioned upon the occurrence of, the Closing) with the applicable customer and which only relates to Products and Services, in which event such new Contract shall be deemed to be a Seller Contract; provided, however, that the Sellers shall be under no obligation to compromise any right, asset or benefit or to expend any amount or incur any Liability in obtaining such arrangements and the failure to enter into such arrangements with respect to any Bundled Contract shall not entitle the Purchaser to terminate or rescind this Agreement, not to complete the transactions contemplated hereby or reduce the Purchase Price payable hereunder.
