General Split Contracts Sample Clauses

General Split Contracts. Purchaser and Seller shall use their commercially reasonable efforts to cause the applicable counterparties to the Shared Contracts, whether by execution of a consent, a novation or other similar agreement, in form and substance reasonably satisfactory to Purchaser and Seller (a “Split Contract Novation Agreement”), to consent to the assignment and transfer, upon the JV Closing and as otherwise contemplated hereby, to Purchaser or an Affiliate of Purchaser, including any JV Subsidiary (as applicable), of the rights, licenses and post-JV Closing executory obligations of Seller (or its applicable Affiliate) under such Shared Contract to the extent relating to the Business (with Seller or an Affiliate of Seller (as applicable) retaining all other rights, licenses and obligations under such Shared Contract); it being understood that such Split Contract Novation Agreement shall contain (i) the minimum terms required under Applicable Law and the Shared Contract to which it relates (if any) to implement such assignment and transfer, and (ii) provisions clarifying that neither Purchaser nor its Affiliates (including any JV Subsidiary) shall have any Liability to the counterparty with respect to any products or services that are not Business Products (or sold by Seller or its Affiliate after the JV Closing) under such Shared Contract. Notwithstanding the foregoing, in no event shall any Split Contract Novation Agreement supersede the rights and obligations of Purchaser and its Affiliates vis-à-vis the rights and obligations of Seller and its Affiliates under this Agreement, including those set forth in Section 2 or Section 9 hereof.
Sample 1
AutoNDA by SimpleDocs

Related to General Split Contracts

  • SUB-CONTRACTS (a) The Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Section 3.2(b)):

  • Business Contracts All contracts, agreements and personal property leases (other than the Real Property Leases, the Transferable Permits, the Fuel Contracts and the Colstrip Contracts) used primarily in the operation of the Colstrip Facilities, that are listed in Section 1.01(a)(v) of the Disclosure Schedule (the "Business Contracts");

  • Management Contracts The Recipient agrees that from the date hereof until the date on which none of the Infrastructure Bonds, of which the proceeds were used to pay or reimburse the costs of the Project, remain outstanding (the "Agreement Term"):

  • New Contracts During the pendency of this Agreement, Seller will not enter into any contract, or modify, amend, renew or extend any existing contract, that will be an obligation affecting the Property or any part thereof subsequent to the Closing without Purchaser’s prior written consent in each instance (which Purchaser agrees not to withhold or delay unreasonably), except contracts entered into in the ordinary course of business that are terminable without cause (and without penalty or premium) on 30 days (or less) notice.

  • Prior Contracts This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.

  • Project Contracts Authority shall upon its election, succeed, without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Contracts as the Authority may in its discretion deem appropriate, and shall upon such election be liable to the Contractors only for compensation accruing and becoming due and payable to them under the terms of their respective Project Contracts from and after the date the Authority elects to succeed to the interests of the Concessionaire. For the avoidance of doubt, it is hereby agreed, and the Concessionaire hereby acknowledges, that all sums claimed by such Contractors as being due and owing for works and services performed or accruing on account of any act, omission or event prior to such date shall constitute debt between the Concessionaire and such Contractors, and the Authority shall not in any manner be liable for such sums. It is further agreed that in the event the Authority elects to cure any outstanding defaults under such Project Contracts, the amount expended by the Authority for this purpose shall be deducted from the Termination Payment.

  • Existing Contracts Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy.

  • Operating Contracts Subject to the rights of the Timeshare Owners' Association as set forth in the Timeshare Documents, no Operating Contract shall be modified, extended, terminated or entered into, without the prior written approval of Agent, if any such modification, extension, termination or new agreement could have a material adverse impact on the operation of the Resort or the Collateral.

  • Employment Contracts Neither the Seller nor any Seller Subsidiary is a party to any Contracts for employment, severance, consulting or other similar agreements with any employees, consultants, officers or directors of the Seller or any of the Seller Subsidiaries, except as set forth on Section 2.10(h) of the Seller Disclosure Schedule. Neither the Seller nor any Seller Subsidiary is a party to any collective bargaining agreements.

  • Flexible Working Arrangements 16.1 The Act entitles specified Employees to request flexible working arrangements in specified circumstances.

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