Mixed-Use Contracts Clause Samples
A Mixed-Use Contracts clause defines how a contract applies when it covers more than one type of good, service, or property—such as both goods and services, or residential and commercial uses. This clause typically clarifies which legal rules or standards govern each aspect of the contract, and may specify how disputes are resolved if different laws apply to different parts. Its core function is to prevent confusion and legal uncertainty by clearly allocating which rules apply to each component of a contract that serves multiple purposes.
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Mixed-Use Contracts. At the Closing, the Seller Parties, in a manner reasonably acceptable to the Buyer Parties, shall provide to Buyer the benefits under, or assign to Buyer its rights under, or obtain a separate contract to be included in the Transferred Contracts for, those benefits and rights of the material Mixed-Use Contracts that relate exclusively to the Institutional Assets, as set forth in Section 5.10 of the Disclosure Schedule, and Buyer shall assume and discharge the Liabilities of the Seller Parties only with respect to such portions of such Mixed-Use Contracts. To the extent that a Consent is required to assign any portion of a Mixed-Use Contract which is to be assigned and assumed, the Seller Parties will use commercially reasonable efforts (which shall not include the payment of any money to such third party in exchange for such Consent) to obtain such Consent. If such a Consent is not obtained, then Seller Parent shall provide Buyer the benefits and Buyer shall assume the Liabilities, in each case relating exclusively to the portions of each such Mixed-Use Contract pertaining to the Institutional Assets, as contemplated by Section 1.6.
Mixed-Use Contracts. Following the date hereof and continuing until the Closing, Seller shall use its commercially reasonable efforts to identify and partially assign or work with the applicable third parties to otherwise separate or replicate (in whole or in part) the Mixed- Use Contracts such that Seller will be a party to a separate contract exclusively related to the Specified Assets (any such contract or portion thereof exclusively related to the Specified Assets, a “Transferred Mixed-Use Contract”), in each case on terms and conditions which, in the aggregate, are comparable to those of such Mixed-Use Contract prior to assignment, separation or replication (unless otherwise agreed to by Purchaser, which agreement shall not be unreasonably withheld, conditioned or delayed); provided, however, without limiting Seller’s obligation to make available to Purchaser that portion of the Mixed-Use Contract that relates to the Operation, whether pursuant to this Agreement or the Transition Services Agreement, (x) Seller shall be entitled to reject an assignment, separation or replication of a Mixed-Use Contract in the event that the costs to Seller are materially greater than Seller’s existing costs under the applicable Mixed-Use Contract and (y) in no event shall Seller or any of its Affiliates be required to expend money, incur any liability, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to effect any such separation, assignment or entry into a new contract. Purchaser shall assume the obligations under the Transferred Mixed-Use Contract in accordance with Section 1.3(a). Nothing in this Agreement shall require the assignment, separation or replication of any Mixed-Use Contract unless and until any necessary Consents are obtained; provided, that Seller shall use its commercially reasonable efforts to obtain any such necessary Consent (subject to the limitation in clause (y) set forth in the proviso above). No Mixed-Use Contract shall be a Specified Contract under this Agreement, provided, however, that any Transferred Mixed-Use Contract shall be deemed to be a Specified Contract under this Agreement. Seller shall keep Purchaser reasonably informed with respect to its efforts and ability to secure and assign any Transferred Mixed-Use Contract and shall promptly inform Purchaser if Seller is, or is reasonably expected to be unsuccessful in such efforts. In the event Seller, after using commercially reasonable efforts, is not ...
Mixed-Use Contracts. The Parties acknowledge that the Seller and/or its Affiliates are parties to the Mixed-Use Contracts. Subject to applicable Law and Section 7.16(b), unless the Seller or its applicable Affiliate and the Buyer otherwise agree or as otherwise provided for in the Transition Services Agreement (as may be amended from time to time in accordance therewith), the Seller or its applicable Affiliate and the Buyer shall cooperate with each other and use their respective commercially reasonable efforts following the Closing to cause each material Mixed-Use Contract to be apportioned (including by way of entering into a new Contract or amendment, or splitting or assigning the applicable rights and obligations) between the Seller or its applicable Affiliate and the Buyer, such that the Seller or its applicable Affiliate will assume all of the rights and obligations under such Mixed-Use Contract to the extent relating to the business of the Seller and its Affiliates other than the business of the Company and its Subsidiaries, on the one hand, and the Buyer will assume all of the rights and obligations under such Mixed-Use Contract to the extent relating to the business of the Company and its Subsidiaries, on the other hand. From and after the Closing, (i) the Buyer shall reimburse, indemnify and hold harmless the Seller and its Affiliates against all Losses incurred by such Person, as applicable, arising from or relating to the portion of any Mixed-Use Contract apportioned to the business of the Company and its Subsidiaries and (ii) Seller shall reimburse, indemnify and hold harmless the Buyer and its Affiliates against all Losses incurred by such Person arising from or relating to the portion of any Mixed-Use Contract not apportioned to the business of the Company and its Subsidiaries.
Mixed-Use Contracts. The benefits arising after the Closing Date under the Mixed Use Contracts to the extent such benefits are related to the DSD Business, all pursuant to the terms and conditions of Section 6.7;
Mixed-Use Contracts. Except for Mixed Used Contracts which are the subject of the Transition Services Agreement, at the Closing, Contributor, in a manner reasonably acceptable to NewU, shall provide to NewU the benefits under, or assign to NewU its rights under, or obtain a separate contract to be included in the Transferred Contracts for, those benefits and rights of the material Mixed Use Contracts that relate exclusively to the Institutional Assets, as set forth on Section 4.8(b) of the Disclosure Schedule, and NewU shall assume and discharge the Liabilities of Contributor only with respect to such portions of such Mixed Use Contracts. To the extent that a third party’s consent is required to assign any portion of a Mixed Use Contract which is to be assigned and assumed pursuant to Section 4.8(b) of the Disclosure Schedule, Contributor will use commercially reasonable efforts (which shall not include the payment of any money to such third party in exchange for such consent) to obtain such consent. If such a required consent is not obtained, then Contributor shall provide NewU the benefits and NewU shall assume the Liabilities, in each case relating exclusively to the portions of each such Mixed Use Contract pertaining to the Institutional Assets. In no event shall Contributor be required to provide NewU or any other Purdue Party with the benefits of: (i) any Mixed Use Contract at any time after the date that is six (6) months after the Closing Date, or (ii) for the avoidance of doubt, any Contracts relating to the Kaplan Platform or other software and information technology services or products.
Mixed-Use Contracts. The Parties acknowledge and agree that the Mixed-Use Contracts set forth on Attachment B hereto shall not be transferred or assigned to Emergent or Purchaser and such Mixed-Use Contracts shall not be considered Transferred Mixed-Use Contracts, and the obligations and covenants of Seller set forth in Section 1.11 of the Purchase Agreement shall not apply to the Contracts set forth on Attachment B.