Dividable Contracts Clause Samples
A Dividable Contracts clause allows a contract to be separated into independent parts, so that each part can be performed, enforced, or paid for separately. In practice, this means that if a contract covers multiple deliverables or stages, each can be treated as its own unit for purposes of performance and payment. For example, if a supplier is to deliver goods in several shipments, each shipment may be considered a separate obligation. This clause ensures that a failure or issue with one part of the contract does not automatically affect the enforceability or payment for the other parts, thereby reducing risk and increasing flexibility for both parties.
Dividable Contracts. (a) The Company shall use its commercially reasonable best efforts to cause the transfer to the Buyer of such portion of each Dividable Contract set forth on Schedule 6.1(f)(ii) to the Company Disclosure Letter (the “Critical Dividable Contracts”), or the benefits thereof, that relates to the Business on terms that maintain the costs to the Business as owned by the Buyer with the costs to the Business as owned by the Company (“Cost Neutral Basis”). Upon such transfer, the Buyer shall assume any liabilities and obligations arising after the Closing related to the transferred portion of the Critical Dividable Contracts and any other liabilities and obligations arising under the Critical Dividable Contracts shall remain with the Company. Commercially reasonable best efforts shall include (i) a written reasoned request and recommendation in favor of such transfer to the customer or supplier that is the other party to such Dividable Contract, (ii) subject to applicable non-disclosure agreements, the provision to the Buyer of all information and records available to the Company relating to customers or suppliers, as the case may be, with respect to such portion of such Dividable Contract, (iii) the provision to the Buyer of available customer or supplier decision maker(s) with respect to such portion of such Dividable Contract, (iv) if the Company or the Buyer so requests, in accordance with reasonable commercial practice, the organization of mutually agreeable joint visits of the Buyer and the Company with such customers or suppliers, subject, in each case, to any applicable confidentiality agreements or obligations of the Company, and (v) prior to the Closing the Company’s assistance and cooperation in negotiating a separate agreement on a Cost Neutral Basis with the other party to such Dividable Contract if deemed appropriate by the Buyer.
(b) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the Critical Dividable Contracts have not been divided and assigned (the “Post Closing Dividable Contracts”) by the Parties prior to the Closing, and the Parties agree to proceed with the Closing, then this Agreement shall not constitute a transfer of such portion of any such Post Closing Dividable Contract, or an attempt thereof. If the Closing proceeds without the transfer of any such portion of any Post Closing Dividable Contract, then, following the Closing, the parties shall use their commercially reasonable best efforts...
Dividable Contracts. 30 ARTICLE 3
Dividable Contracts. Seller shall use its commercially reasonable efforts to cause the transfer to Purchaser on the Closing Date of such portion of each Dividable Contract that primarily relates to the Concentrates Business. Upon such transfer, the transferred portion of each Dividable Contract shall become an Acquired Asset, and any related Liability (to the extent 155815138v19 arising on or after the Closing Date) shall become an Assumed Liability assumed hereunder by ▇▇▇▇▇▇▇▇▇.
Dividable Contracts. The Company shall have divided or otherwise dealt with, pursuant to the terms of Section 2.7, the Critical Dividable Contracts.
Dividable Contracts. (a) The U.S. Sellers shall use their reasonable efforts to assist in the transfer to Buyer of such portion of each Dividable Contract or the benefits thereof that relates to the U.S. Business on terms that, taken as a whole, for all such transfers are not materially less advantageous to Buyer than would exist if such transferred portions were stand alone contracts. Upon such transfer, Buyer shall assume any liabilities and obligations of the applicable U.S. Seller related to the transferred portion of such Dividable Contract. "Dividable Contracts" means the contracts and agreements referred to in Exhibit 1.07 hereto.