Legacy HS Clause Samples

Legacy HS. The execution, delivery and performance by Legacy HS of this Agreement and the other Transaction Documents to which Legacy HS is or will become a party, and the consummation of the Transactions, do not and will not (a) violate any provision of any of Legacy HS’s organizational documents, (b) to the Knowledge of the HS Parties, result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of Legacy HS under, or result in a loss of any benefit to which any Legacy HS is entitled under, any Contract to which Legacy HS is a party or result in the creation of any material Encumbrance upon any asset or (c) to the Knowledge of the HS Parties, materially violate or result in a breach of or constitute a material default under any Law to which Legacy HS is subject.
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Legacy HS. (i) Section 3.2(b)(i) of the HS Disclosure Letter sets forth a complete and accurate list of the owners of all of the outstanding shares of stock or other equity interests issued by Legacy HS and, in each case, the total number of shares or other interests owned by each such Person. No Person other than the ▇▇▇▇▇▇ Trusts owns any interest in Legacy HS. (ii) Section 3.2(b)(ii) of the HS Disclosure Letter sets forth an accurate description of direct or indirect ownership interests held by Legacy HS in any other Person as of the Execution Date and a description of the nature of such interest. (iii) Section 3.2(b)(iii) of the HS Disclosure Letter sets forth an accurate description of the Indebtedness of Legacy HS, each Professional Entity and each other entity in which Legacy HS or a Professional Entity owns an interest directly or indirectly (in the case of Legacy HS, to the extent such Indebtedness encumbers or relates to the Transferred Assets). Other than as specifically described in Section 3.2(b)(iii) of the HS Disclosure Letter, neither Legacy HS nor any Professional Entity is an obligor (borrower, guarantor, indemnitor or otherwise) in respect of any Indebtedness referred to in the preceding sentence and Principal also is not an obligor in respect of any such Indebtedness. (iv) There are no preemptive or other outstanding rights, options, warrants, conversion rights, equity appreciation rights, redemption rights, repurchase rights, agreements, arrangements, commitments, securities (convertible, exchangeable or otherwise), rights of first refusal, calls, puts, subscriptions or obligations of any character under which Legacy HS may become obligated to issue or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any equity or ownership interests, or any securities or obligations exercisable or exchangeable for or convertible into any equity interests, of Legacy HS. The outstanding equity interests of Legacy HS are not subject to any voting trust agreement or other Contract, agreement or arrangement restricting or otherwise relating to the voting, dividend rights or disposition of such equity interests. There are no phantom stock or similar rights providing economic benefits based, directly or indirectly, on the value or price of the outstanding equity interests of Legacy HS. There is no outstanding Indebtedness that could convey to any Person the right to vote or that is convertible into or exercisable for any capital...
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Legacy HS. Legacy HS has full organizational right, power and authority to execute and deliver this Agreement and any other Transaction Documents to which it is or will become a party, and to perform its obligations hereunder and thereunder and has all requisite corporate power and authority and has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement and each other Transaction Document to which it is or will become a party. This Agreement has been, and any other applicable Transaction Documents have been or, for documents to be delivered at Closing will be, duly executed and delivered by Legacy HS, and constitutes, or at delivery shall constitute, a valid and binding agreement of Legacy HS enforceable in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) to the extent that enforceability may be limited by general equitable principles and by Laws related to the availability of specific performance, injunctive relief or other equitable remedies.
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Related to Legacy HS

  • Exit plan 21.1 The Supplier must provide an exit plan in its Application which ensures continuity of service and the Supplier will follow it. 21.2 When requested, the Supplier will help the Buyer to migrate the Services to a replacement supplier in line with the exit plan. This will be at the Supplier’s own expense if the Call-Off Contract Ended before the Expiry Date due to Supplier cause. 21.3 If the Buyer has reserved the right in the Order Form to extend the Call-Off Contract Term beyond 24 months the Supplier must provide the Buyer with an additional exit plan for approval by the Buyer at least 8 weeks before the 18 month anniversary of the Start date. 21.4 The Supplier must ensure that the additional exit plan clearly sets out the Supplier’s methodology for achieving an orderly transition of the Services from the Supplier to the Buyer or its replacement Supplier at the expiry of the proposed extension period or if the contract Ends during that period. 21.5 Before submitting the additional exit plan to the Buyer for approval, the Supplier will work with the Buyer to ensure that the additional exit plan is aligned with the Buyer’s own exit plan and strategy. 21.6 The Supplier acknowledges that the Buyer’s right to extend the Term beyond 24 months is subject to the Buyer’s own governance process. Where the Buyer is a central government department, this includes the need to obtain approval from GDS under the Spend Controls process. The approval to extend will only be given if the Buyer can clearly demonstrate that the Supplier’s additional exit plan ensures that: 21.6.1 the Buyer will be able to transfer the Services to a replacement supplier before the expiry or Ending of the extension period on terms that are commercially reasonable and acceptable to the Buyer 21.6.2 there will be no adverse impact on service continuity 21.6.3 there is no vendor lock-in to the Supplier’s Service at exit 21.6.4 it enables the Buyer to meet its obligations under the Technology Code Of Practice 21.7 If approval is obtained by the Buyer to extend the Term, then the Supplier will comply with its obligations in the additional exit plan. 21.8 The additional exit plan must set out full details of timescales, activities and roles and responsibilities of the Parties for: 21.8.1 the transfer to the Buyer of any technical information, instructions, manuals and code reasonably required by the Buyer to enable a smooth migration from the Supplier 21.8.2 the strategy for exportation and migration of Buyer Data from the Supplier system to the Buyer or a replacement supplier, including conversion to open standards or other standards required by the Buyer 21.8.3 the transfer of Project Specific IPR items and other Buyer customisations, configurations and databases to the Buyer or a replacement supplier 21.8.4 the testing and assurance strategy for exported Buyer Data 21.8.5 if relevant, TUPE-related activity to comply with the TUPE regulations 21.8.6 any other activities and information which is reasonably required to ensure continuity of Service during the exit period and an orderly transition

  • Additional G-Cloud services 30.1 The Buyer may require the Supplier to provide Additional Services. The Buyer doesn’t have to buy any Additional Services from the Supplier and can buy services that are the same as or similar to the Additional Services from any third party. 30.2 If reasonably requested to do so by the Buyer in the Order Form, the Supplier must provide and monitor performance of the Additional Services using an Implementation Plan.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Supply of services 3.1 The Supplier agrees to supply the G-Cloud Services and any Additional Services under the terms of the Call-Off Contract and the Supplier’s Application. 3.2 The Supplier undertakes that each G-Cloud Service will meet the Buyer’s acceptance criteria, as defined in the Order Form.

  • Ending the Call-Off Contract 18.1 The Buyer can End this Call-Off Contract at any time by giving 30 days’ written notice to the Supplier, unless a shorter period is specified in the Order Form. The Supplier’s obligation to provide the Services will end on the date in the notice. 18.2 The Parties agree that the: 18.2.1 Buyer’s right to End the Call-Off Contract under clause 18.1 is reasonable considering the type of cloud Service being provided 18.2.2 Call-Off Contract Charges paid during the notice period are reasonable compensation and cover all the Supplier’s avoidable costs or Losses 18.3 Subject to clause 24 (Liability), if the Buyer Ends this Call-Off Contract under clause 18.1, it will indemnify the Supplier against any commitments, liabilities or expenditure which result in any unavoidable Loss by the Supplier, provided that the Supplier takes all reasonable steps to mitigate the Loss. If the Supplier has insurance, the Supplier will reduce its unavoidable costs by any insurance sums available. The Supplier will submit a fully itemised and costed list of the unavoidable Loss with supporting evidence. 18.4 The Buyer will have the right to End this Call-Off Contract at any time with immediate effect by written notice to the Supplier if either the Supplier commits: 18.4.1 a Supplier Default and if the Supplier Default cannot, in the reasonable opinion of the Buyer, be remedied 18.4.2 any fraud 18.5 A Party can End this Call-Off Contract at any time with immediate effect by written notice if: 18.5.1 the other Party commits a Material Breach of any term of this Call-Off Contract (other than failure to pay any amounts due) and, if that breach is remediable, fails to remedy it within 15 Working Days of being notified in writing to do so 18.5.2 an Insolvency Event of the other Party happens 18.5.3 the other Party ceases or threatens to cease to carry on the whole or any material part of its business 18.6 If the Buyer fails to pay the Supplier undisputed sums of money when due, the Supplier must notify the Buyer and allow the Buyer 5 Working Days to pay. If the Buyer doesn’t pay within 5 Working Days, the Supplier may End this Call-Off Contract by giving the length of notice in the Order Form. 18.7 A Party who isn’t relying on a Force Majeure event will have the right to End this Call-Off Contract if clause 23.1 applies.