Deferred Markets Sample Clauses

Deferred Markets. (a) Notwithstanding anything to the contrary herein, in order to ensure compliance with applicable Law, to obtain necessary Governmental Approvals and other Consents and for other business reasons, the Parties will defer until after the Separation Date the transfer and conveyance of legal title to all or a portion of the Kenvue Assets to, and the assumption of all or a portion of the Kenvue Liabilities by, Kenvue or a member of the Kenvue Group, in each case, in each of the jurisdictions listed on Schedule XIV (each, a “Deferred Market” and the Kenvue Assets and Kenvue Liabilities in any such Deferred Market, a “Deferred Kenvue Local Business”), and J&J or a member of the J&J Group will continue to operate certain activities of the Kenvue Business in the Deferred Markets following the Separation in accordance with Section 2.07(b). Notwithstanding the foregoing, any Deferred Kenvue Local Business shall constitute Kenvue Assets or Kenvue Liabilities, as applicable, for all other purposes of this Agreement.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Deferred Markets. Notwithstanding anything in this Agreement to the contrary, (a) J&J may, in its sole discretion, determine that any individual who is employed by a member of the J&J Group in a Deferred Market and provides services to the Kenvue Business will be considered a Kenvue Employee for all purposes of this Agreement (a “Deferred Market Employee”), (b) in the event any member of the J&J Group incurs any Liabilities in connection with providing such Deferred Market Employee any compensation or benefits following the Separation or continuing to employ such Deferred Market Employee following the Separation, such Liabilities shall, without duplication, be considered Kenvue Liabilities for purposes of the Separation Agreement unless otherwise agreed and (c) in the event a member of the J&J Group hires additional employees in order to replace a departed Deferred Market Employee or at the request of Kenvue to provide services to the Kenvue Business in a Deferred Market, then such employees shall be considered Kenvue Employees for all purposes of this Agreement.
Sample 1Sample 2Sample 3
Deferred Markets. (a) Notwithstanding anything to the contrary in this Agreement, due to the requirements of applicable Law and the need to obtain certain Consents from Governmental Authorities, the transfer of legal title to the Transferred Assets in each Deferred Market to Purchaser (or a Subsidiary thereof) and the assumption of the Assumed Liabilities in each Deferred Market by Purchaser (or a Subsidiary thereof) shall not take place at the Closing, but shall instead be deferred until the applicable Deferred Market Closing Date.
Sample 1
Deferred Markets 
Sample 1Sample 2Sample 3

Related to Deferred Markets

  • Financial Services Compensation Scheme We are a participant in the Financial Services Compensation Scheme (the “FSCS”). As a retail client you may be eligible to claim compensation from the FSCS in certain circumstances if we, any approved bank, our nominee company or eligible custodian are in default. Most types of investment business are covered in full for the first £85,000 of any eligible claim. Not every investor is eligible to claim under this scheme: for further information please contact us, or the FSCS directly at xxx.xxxx.xxx.xx.

  • Fund Administration Treasury Services a. Prepare for the review by designated officer(s) of the Trusts’ financial information that will be included in the Trusts’ semi-annual and annual shareholder reports (which shall also be subject to review by the Trusts’ legal counsel), and other quarterly reports (as mutually agreed upon), including tax footnote disclosures where applicable;

  • Selection Planning Prior to the issuance to consultants of any requests for proposals, the proposed plan for the selection of consultants under the Project shall be furnished to the Association for its review and approval, in accordance with the provisions of paragraph 1 of Appendix 1 to the Consultant Guidelines. Selection of all consultants’ services shall be undertaken in accordance with such selection plan as shall have been approved by the Association, and with the provisions of said paragraph 1.

  • Core Services The Company agrees to provide those Core Services to the Municipality as set forth in Schedule “A” and further agrees to the process contained in Schedule “A”.

  • FUND ADMINISTRATION SERVICES BNY Mellon shall provide the following fund administration services for each Fund, Series and class:  Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund, Series or class;  Coordinate a Fund’s annual audit and respond timely and completely to related requests;  Cooperate with each Fund’s independent auditors;  Supply various normal and customary portfolio and Fund statistical data as requested on an ongoing basis; and  If the chief executive officer or chief financial officer of a Fund is required to provide a certification as part of the Fund’s Form N-Q or Form N-CSR filing pursuant to regulations promulgated by the SEC under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, provide a sub-certification in support of certain matters set forth in the aforementioned certification. Such sub-certification is to be in such form and relating to such matters as reasonably agreed to by BNY Mellon in advance. BNY Mellon shall be required to provide the sub-certification only during the term of this Agreement with respect to the applicable Fund or Series and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Xxxxxxxx-Xxxxx Act of 2002 or under any other law, rule or regulation. REGULATORY ADMINISTRATION SERVICES BNY Mellon shall provide the following regulatory administration services for each Fund and Series:  Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;  Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and

  • Portfolio Accounting Services (1) Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Fund’s investment adviser.

  • Education services 1.1 Catholic education is intrinsic to the mission of the Church. It is one means by which the Church fulfils its role in assisting people to discover and embrace the fullness of life in Xxxxxx. Catholic schools offer a broad, comprehensive curriculum imbued with an authentic Catholic understanding of Xxxxxx and his teaching, as well as a lived appreciation of membership of the Catholic Church. Melbourne Archdiocese Catholic Schools Ltd (MACS) governs the operation of MACS schools and owns, governs and operates the School.

  • Fund Accounting Services GFS may from time to time adopt procedures, or modify its procedures, to implement the terms of this Section. With respect to each Fund, GFS shall provide the following services subject to, and in compliance with, the objectives, policies and limitations set forth in the Trust’s Registration Statement, the Trust’s Agreement and Declaration of Trust, Bylaws, applicable laws and regulations, and resolutions and policies implemented by the Trust’s Board of Trustees (the “Board”):

  • Distribution Services The Distributor shall sell and repurchase Shares as set forth below, subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"):

  • Tax Accounting Services (1) Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”).

Time is Money Join Law Insider Premium to draft better contracts faster.