Legacy Contracts Sample Clauses
The LEGACY CONTRACTS clause defines how existing agreements made prior to the current contract are treated. Typically, this clause clarifies whether previous contracts between the parties remain in effect, are superseded, or are integrated into the new agreement. For example, it may state that all prior contracts are terminated or that certain provisions continue to apply. Its core function is to prevent confusion or conflict between old and new agreements, ensuring that the parties have a clear understanding of which terms govern their relationship going forward.
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Legacy Contracts. With respect to each of the Legacy Contracts (defined below), prior to the Closing and for a period of 12 months following the Closing, the Parties shall cooperate with each other and use their commercially reasonable efforts to negotiate with the counterparty to amend or terminate the Legacy Contracts to reduce the amount of Legacy Costs (defined below) thereunder; provided, however, that (i) neither Party nor any of its Affiliates shall be required to pay money to any third party, commence any Action or offer or grant any accommodation (financial or otherwise) to any third party and (ii) to the extent the foregoing shall require any action by Seller or any of its Affiliates that would, or would continue to, materially and adversely affect the CDMO Operations after the Closing, such action shall require the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided that it will be reasonable for Purchaser to withhold consent to the extent Purchaser or any of its Affiliates is required to perform any action, grant any right or pay any additional fee). Any Legacy Costs shall be borne 50% by Purchaser and 50% by Seller. If Seller or Purchaser determines (in its respective sole reasonable discretion and in good faith) that it is required by the Legacy Contract to pay any Legacy Costs, then such Party shall pay such Legacy Costs, and the other Party shall, subject to receipt of reasonably satisfactory evidence of the paying Party’s payment thereof, promptly reimburse the paying Party for 50% of the Legacy Costs. “Legacy Contracts” shall mean the Contracts set forth on Schedule 7.14. “Legacy Costs” shall mean the amount of Liability under the Legacy Contracts to be incurred by either Party from the Closing until the end of the current term of such Legacy Contract. Notwithstanding anything to the contrary herein, ▇▇▇▇▇▇’s liability under this Section
Legacy Contracts. Each of the Legacy Contracts shall, at BT or the Authority’s option at any time following the Effective Date either, be novated or assigned to the Contractor in accordance with subclause 13.2;
Legacy Contracts