Designated Contracts Clause Samples
The 'Designated Contracts' clause identifies specific agreements or contracts that are singled out for special treatment within a broader contract or transaction. Typically, this clause lists or references contracts that will be assumed, assigned, excluded, or otherwise handled differently during events such as mergers, acquisitions, or asset sales. For example, in an asset purchase, certain customer or supplier contracts may be designated for transfer to the buyer, while others are left with the seller. The core function of this clause is to clearly define which contracts are subject to particular terms or actions, thereby reducing ambiguity and ensuring all parties understand their rights and obligations regarding these key agreements.
Designated Contracts. As provided in the Purchase Agreement, subject to the terms and conditions of this Agreement and the Purchase Agreement, Aligned LLC and Aligned Corp. may enter into one or more contracts with Anthem Blue Cross for the provision of services relating to the Call Center Business solely within the State of California (each such contract is referred to individually as a “Designated Contract” and, collectively, as the “Designated Contracts”). The Aligned Parties shall provide the Company with a copy of each draft of each proposed Designated Contract prior to the execution of such proposed Designated Contract (or any amendments, modifications, extensions or renewals thereof) within ten (10) days following receipt by any Aligned Party, and consult with the Company and ApolloMed as to any comments either party may have to such drafts. The Aligned Parties shall further provide the Company with a true and complete copy of each executed Designated Contract (and any amendments, modifications, extensions or renewals thereof) and all exhibits, schedules and attachments thereto within ten (10) days following the execution and delivery of such Designated Contract (or any amendments, modifications, extensions or renewals thereof). No Aligned Party shall enter into any Designated Contract or any amendments, modification, extensions or renewals thereof without the prior written consent of the Company. As provided in the Purchase Agreement, the Aligned Parties may also enter into contracts with any other health plan for the provision of services relating to the Call Center Business solely within the Aligned Territory, and such contracts shall not be deemed to be Designated Contracts.
Designated Contracts. Within ten (10) business days after the date hereof, Buyer shall deliver to the Shareholders' Representative Schedule 2.4 setting forth each of the Contracts identified on Schedule 5.7(b) that the Company or any of its subsidiaries shall not retain as of the Closing (the "DESIGNATED CONTRACTS"); provided that no Management Agreement or Tenancy Lease shall be included on Schedule 2.4. Within five (5) days after Buyer shall have delivered Schedule 2.4 to Shareholders' Representative, the Shareholders' Representative may terminate this Agreement in accordance with Section 13.1 by giving notice thereof during such five (5) day period if any Contracts shall be listed on Schedule 2.4. If Shareholders' Representative shall not so notify Buyer within such time period, then such right to terminate this Agreement shall expire. Prior to the Closing, each Contract described on Schedule 5.26 and each other Designated Contract shall be terminated (or the Company and its subsidiaries shall otherwise be released from all liability with respect thereto) at the sole cost and expense of the Principal Shareholders (or at the cost of the Company or its subsidiaries to the extent such cost is expressly included in the calculation of the Actual Working Capital Amount or Actual Long-term Liabilities). It shall be a condition precedent of Buyer to the Closing that all required consents shall have been obtained from each party to each Contract (that is not a Designated Contract) with respect to which the change in control contemplated by this Agreement requires such consent ("CONSENT CONTRACTS"), except to the extent that the failure to obtain such consents with respect to Consent Contracts that do not constitute Lease-Related Contracts (as hereinafter defined) is not reasonably likely to have a material adverse effect on the Company or the operation of the Business. The Company (prior to the Closing only) and each Principal Shareholder hereby jointly and severally represent and warrant to Buyer that Schedule 5.7(b) correctly identifies each Consent Contract that is necessary for the Company or any Subsidiary to continue as the lessee under any Lease other than the Georgia billing office Lease identified as item 9 (ee) on Schedule 5.7(b) (each, a "LEASE-RELATED CONTRACT"). If the Company and Shareholders comply with their obligations under Section 9.4 below and any required consent is not obtained on or prior to Closing with respect to any Lease-Related Contract, then Buyer shall n...
Designated Contracts. Items set forth in Section 2.9(b) of this Schedule are included herein by reference.
Designated Contracts. 17 DGCL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Designated Contracts. Twenty (20) days prior to the Sale Hearing, Purchaser shall use reasonable efforts to deliver to the Company a preliminary list, prepared in good faith, identifying from among the contracts and arrangements identified or described in Section 1.1: (i) the executory contracts and unexpired leases it wishes the Sellers to assume and assign to the Purchaser (or its permitted designees) at Closing, if any, and (ii) the contracts or leases entered into subsequent to the commencement of the New Bankruptcy Cases it wishes to have the Sellers assign to the Purchaser (or its permitted designees) at Closing, if any. Notwithstanding the foregoing, Purchaser shall have until five (5) Business Days prior to the Sale Hearing to designate, from among the contracts and arrangements identified or described in Section 1.1, and upon any such designation, Sellers shall provide all relevant non-debtor parties with immediate and appropriate written notice of (i) the executory contracts and unexpired leases it wishes the Sellers to assume and assign to the Purchaser (or its permitted designees) at Closing, if any, and (ii) the contracts or leases entered into subsequent to the commencement of the New Bankruptcy Cases it wishes to have the Sellers assign to the Purchaser (or its permitted designees) at Closing, if any (the final such date being referred to as the “Contract Designation Date”). In all cases, appropriate additions and deletions to or from the applicable Schedules shall be made immediately to reflect such elections by the Purchaser as and when made.
Designated Contracts. (a) As of the date hereof, except as set forth in Section 3.1.12(a) of the Disclosure Schedule, the Company is not a party to any:
(i) agreement (or group of related written agreements with the same Person) for the lease of personal property from or to third parties providing for lease payments in excess of $75,000 per year, other than agreements executed in the ordinary course of business that can be terminated by the Company on ninety (90) days’ notice or less without payment by the Company of any penalty;
(ii) agreement (or group of related written agreements with the same Person) for the purchase of products or services in excess of $75,000 per year, other than (A) purchase orders relating to the supply of goods and services to the Business in the ordinary course of business or (B) any such contracts and agreements that can be terminated by the Company on ninety (90) days’ notice or less without payment by the Company of any penalty;
(iii) agreement establishing a partnership or joint venture;
(iv) agreement (or group of related written agreements with the same person or entity) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) any Debt the outstanding balance or which is more than $75,000 or under which it has imposed a Security Interest on any of its material assets, tangible or intangible, relating to the Business and which will be outstanding after the Closing, except for any Security Interests relating to any capitalized lease financing;
(v) agreement between the Company and any of its officers, directors or managers (other than a Company Benefit Plan);
(vi) agreement for the acquisition by the Company of any operating business or all of the capital stock of any Person or for the sale of any of any material assets of the Company, in each case, involving payments in excess of $1,000,000, other than agreements in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing;
(vii) collective bargaining agreement;
(viii) contracts, agreements, or other arrangements granting a right of first offer, right of first refusal, or any purchase rights to any material asset owned by the Company; or
(ix) contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on the Company, other than confidentiality agreements with the Company and third parties entered into in the ordinary course of business;
(x) provided, h...
Designated Contracts. Borrower shall have delivered to the Bank all Designated Contracts together with any other documents and information in connqection therewith.
Designated Contracts. All rights and interest of Seller in, to and under the Designated Contracts;
Designated Contracts. None of the Designated Contracts contain any unusual or burdensome provisions that will materially affect or impair the operation of the Borrower or any of its Subsidiaries. None of the Designated Contracts have been terminated or modified (other than modifications made prior to the date hereof and disclosed to the Banks, or as permitted under this Credit Agreement) and each such Designated Contract is in full force and effect as of the date hereof. As of the date hereof such Designated Contracts constitute all material agreements with respect to the Borrowing Base Properties of the Borrower and the Subsidiary Guarantors. Neither the Borrower nor any Subsidiary of the Borrower is a partner or joint venturer in any other partnership or joint venture covering or affecting the Borrowing Base Properties not covered by the Designated Contracts. Neither the Borrower nor any Subsidiary or Affiliate of the Borrower is in default in any material respect under any Designated Contract to which it is a party, and the Borrower has no knowledge that any other party to any Designated Contract is in default in any material respect thereof.
Designated Contracts. As soon as reasonably practicable and in any event no later than thirty (30) days after the Closing Date, ABI shall prepare and deliver to Buyer a list of all Transferred Contracts and Restricted Contracts, together with true, correct and complete copies thereof. For a period of thirty (30) days after Buyer’s receipt of any such Transferred Contract or Restricted Contract, Buyer shall have the right to deliver written notice to ABI designating such Transferred Contract or Restricted Contract as a “Designated Contract” for purposes of this Agreement if such Transferred Contract or Restricted Contract (i) is not on commercially reasonable and arm’s-length terms or (ii) would materially restrict or prohibit any other business of Buyer or any of its Subsidiaries as of the Closing Date. In the event there is a Designated Contract, ABI shall, within fifteen (15) days from the date on which such Transferred Contract was properly determined to be a Designated Contract, deliver written notice to Buyer electing to either (A) accept and assume (or cause one of its Subsidiaries to accept and assume) an assignment and transfer of such Designated Contract from Buyer or its applicable Subsidiary