Joint Purchasing Arrangements Sample Clauses

Joint Purchasing Arrangements. (a) In the case of existing purchasing agreements that prior to the Distribution Date provide the AT&T Broadband Group and the AT&T Communications Group with volume discounts, subject to applicable law, the parties agree to use their respective reasonable best efforts so that, to the extent permitted under the terms of such existing agreements, after the Distribution Date, each Group shall continue to be able to make purchases and obtain the benefits of the volume discounts. In the case of any other such contracts, subject to applicable law, the parties will cooperate reasonably in seeking modifications to such contracts or alternative or substitute arrangements so that, to the extent practicable after the Distribution Date, each Group shall continue to be able to make purchases and obtain the benefits of the volume discounts. Notwithstanding the foregoing, but subject to the terms of any AT&T Broadband Contract or AT&T Communications Contract, none of AT&T, AT&T Broadband or their respective Subsidiaries shall be required to commit to any additional purchases or other obligations, make any payments or waive any rights in order to effect the foregoing. Each party hereby agrees to indemnify and hold harmless the other party, and if applicable, the other party’s Subsidiaries, with respect to any losses or claims arising from such first party’s, or such first party’s Subsidiaries’, own purchases, commitments or other obligations under any such contracts.
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Joint Purchasing Arrangements. (a) In the case of existing purchasing Contracts of TWE that prior to the Closing provide the TWE Broadband Group and the TWE Non-Broadband Group with volume discounts, until terminated by either TWE or Holdco, the parties agree to use their respective commercially reasonable efforts so that to the extent permitted under the terms of such existing agreements, after the Closing, the Members of each Group shall continue to be able to make purchases and obtain the benefits of the volume discounts. In the case of any other existing purchasing Contracts, the parties will, at the request of either party and subject to applicable law, cooperate reasonably in seeking modifications to such Contracts or alternative or substitute Contracts so that, to the extent practicable after the Closing, until terminated by either TWE or Holdco, the Members of each Group shall be able to make purchases and obtain the benefits of the volume discounts. Notwithstanding the foregoing, but subject to the terms of any TWE Broadband Contract or TWE Non-Broadband Contract, no Member of any Group shall be required to commit to any additional purchases or other obligations, make any payments or waive any rights in order to effect the foregoing. Each party hereby agrees to indemnify and hold harmless the other party, and if applicable the other party's Subsidiaries, with respect to any losses or claims arising from such first party's, or such first party's Subsidiaries', own purchases, commitments or other obligations under any such Contracts.
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Joint Purchasing Arrangements. (a) In the case of existing purchasing agreements that prior to the Redemption Date provide the members of the Wireless Group and the Parent Group with volume discounts, the parties agree to use their respective reasonable best efforts so that to the extent permitted under the terms of such existing agreements, after the Redemption Date, the members of each Group shall continue to be able to make purchases and obtain the benefits of the volume discounts. In the case of any other such contracts, the parties will cooperate reasonably in seeking modifications to such contracts or alternative or substitute arrangements so that to the extent practicable after the Redemption Date, the members of each Group shall continue to be able to make purchases and obtain the benefits of the volume discounts. Notwithstanding the foregoing, but subject to the terms of any Wireless Group
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Joint Purchasing Arrangements. 18 Section 6.7 St. Louis Marriott West...............................................................19 Section 6.8
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Joint Purchasing Arrangements. 24 2.10. Intellectual Property Matters......................................... 24 2.11.
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Joint Purchasing Arrangements. Interstate acknowledges that Patriot/Wyndham has entered into a Telecommunications Services Term Agreement with Sprint Communications Company L.P. and ASC Telecom, Inc. (as amended to date, the "Sprint Contract") and that the terms of the Sprint Contract were negotiated by Patriot/Wyndham in reliance in part upon use of telephone service under the Sprint Contract by the hotels operated by the Interstate Business. Interstate agrees that all hotels operated by the Interstate Business shall be subject to the terms of the Sprint Contract until October 1, 2001; provided, however, that if Interstate is requested by a third-party owner to cancel such Sprint Contract with respect to such owner's hotel(s) (and such owner has the right to do so under the relevant management contract), then Interstate or its subsidiary may terminate such contract with respect to such hotel(s) (without payment of any penalty or fee). Other than the Sprint Contract, there shall be no cost-sharing, joint purchasing or other material contractual relationships between Patriot/Wyndham and Interstate or the LLC following the Distribution Date other than (i) an equity interest in Interstate and the LLC, (ii) a seat on the board of directors of Interstate and (iii) the ownership by Patriot/Wyndham of certain hotels managed by the LLC. In accordance with the respective Management Agreements, Patriot/Wyndham may bind any of the hotels owned by them and managed by Interstate (or its subsidiaries) with any global or master purchasing contracts. With the exception of the Sprint Contract, all other Patriot/Wyndham purchasing or similar contracts with respect to the hotels operated by the Interstate Business are terminable by Interstate and the LLC, and neither Interstate nor the LLC shall have any liability or obligation in respect of any of Patriot/Wyndham's purchasing or similar contracts, whether such contracts were entered into before or after the Distribution Date.
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Joint Purchasing Arrangements. Interstate acknowledges that Patriot/Wyndham has entered into a Telecommunications Services Term Agreement with Sprint Communications Company L.P. and ASC Telecom, Inc. (as amended to date, the "Sprint Contract") and that the terms of the Sprint Contract were negotiated by Patriot/Wyndham in reliance in part upon use of telephone service under the Sprint Contract by the hotels operated by the Interstate Business. Interstate agrees that all hotels operated by the Interstate Business shall be subject to the terms of the Sprint Contract until [OCTOBER 1, 2001]; provided, however, that if Interstate is requested by a third-party owner to cancel such Sprint Contract with respect to such owner's hotel(s) (and such owner has the right to do so under the relevant management contract), then Interstate or its subsidiary may terminate such contract with respect to such hotel(s) (without payment of any penalty or fee). Other than the Sprint Contract, there shall be no cost-sharing, joint purchasing or other material contractual relationships between Patriot/Wyndham and Interstate or the LLC following the Distribution
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Related to Joint Purchasing Arrangements

  • Closing Arrangements Where each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 and the Electronic Registration Act, S.O. 1991, Chapter 44, and any amendments thereto, the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers. The Seller and Buyer irrevocably instruct the said lawyers to be bound by the document registration agreement which is recommended from time to time by the Law Society of Upper Canada. Unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers.

  • Funding Arrangements Minimum amounts/increments for Japan Local Currency Borrowings, repayments and prepayments: Same as Credit Agreement.

  • Banking Arrangements The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be authorized by the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe or authorize.

  • Leasing Arrangements From the Effective Date through Closing (the "Contract Period"), without Purchaser's prior written consent in each instance, Seller will not amend or terminate any existing Lease or enter into any new Lease without Purchaser's prior written consent (which may be given or withheld in its sole and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Price.

  • Financing Arrangements (a) The Owner will obtain the Project Loan which shall be sufficient, together with the Owner's equity contributions, to pay the full amount of the costs to construct the Project in accordance with the development budget. The Owner and the Developer also contemplate that the Property and the Project, together with all fixtures, furnishing, equipment, and articles of personal property now owned or hereafter acquired by the Owner which are or may be attached to or used in connection with the Property or the Project, together with any and all replacements thereto and substitutions therefor, and all proceeds thereof; and all present and future rents, issues, leases, and profits of the Property and the Project will serve as security for the payment obligations to any lenders relating to the Project Loan or otherwise, and that the Owner will be the principal obligor for the repayment of all financial obligations thereunder after the transfer of title to the Owner. The Owner therefore, agrees to execute and deliver all commitments, promissory notes, mortgages, collateral assignments, documents, certificates, affidavits, and other writings required to be executed by any lender in connection with such financing.

  • Purchase Arrangements Section 1.1 Section 1.2 Section 1.3 Section 1.4 Purchase Facility. Increases. Decreases. . Payment Requirements.

  • Existing Arrangements From and after the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) honor all of the Employee Plans and compensation and severance arrangements in accordance with their terms as in effect immediately prior to the Effective Time. Notwithstanding the foregoing, nothing will prohibit the Surviving Corporation from in any way amending, modifying or terminating any such Employee Plans or compensation or severance arrangements in accordance with their terms or if otherwise required pursuant to applicable law.

  • Closing Agreements On the Closing Date, the following activities shall occur, the following agreements shall be executed and delivered, and the respective parties thereto shall have performed all acts that are required by the terms of such activities and agreements to have been performed simultaneously with the execution and delivery thereof as of the Closing Date:

  • Distribution Arrangements Subject to compliance with the 1940 Act, the Trustees may retain underwriters and/or placement agents to sell Trust Shares. The Trustees may in their discretion from time to time enter into one or more contracts, providing for the sale of the Shares of the Trust, whereby the Trust may either agree to sell such Shares to the other party to the contract or appoint such other party its sales agent for such Shares. In either case, the contract shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article IV or the By-Laws; and such contract may also provide for the repurchase or sale of Shares of the Trust by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with persons who are not registered securities dealers to further the purposes of the distribution or repurchase of the Shares of the Trust.

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