Shared Agreements. (a) The parties acknowledge and understand that (i) all Rockwell Science Center Shared Agreements that relate to the Rockwell Automation Business and (ii) all Rockwell Collxxx Xxxred Agreements shall constitute Rockwell Automation Assets, except that, with respect to Shared Agreements relating to Unrelated Former Businesses, Rockwell Collxxx xxxl have the rights described in paragraph (c)(i) of the definition of "Rockwell Collxxx Xxxets" and Rockwell Science Center will have the rights described in paragraph (c)(i) of the definition of "Rockwell Science Center Assets". All Rockwell Science Center Shared Agreements that do not relate to the Rockwell Automation Business will constitute (i) Rockwell Collxxx Xxxets if they relate primarily to the Rockwell Collxxx Xxxiness and (ii) Rockwell Science Center Assets if they relate primarily to the Rockwell Science Center Business. No member of any Group will extend or amend any Shared Agreement after the Time of Distribution unless it is the owner of the Shared Agreement.
Shared Agreements. (i) Exhibit I attached hereto contains a list of certain third party agreements with Tenneco Business Services, Inc. under or through which both the Automotive Group and Packaging Group has obtained or does obtain goods or services. Of these third party agreements, those listed in Section 1 of Exhibit I have been modified to provide that Tenneco and Packaging may each order, receive and pay for the goods and services to which such agreements apply for its respective Group as if each company had a separate contract. The third-party agreements listed in Section 2 of Exhibit I will be administered by Packaging or one of its Subsidiaries after the Distribution and the allocated costs for such goods or services will be billed to and paid by Tenneco on a recurring basis.
Shared Agreements. Except as otherwise expressly provided in this or the other Transaction Documents, the agreements listed in Appendix 5.2.1 will be considered as “Shared Agreements”, as well as (i) any agreement or arrangement in which CBD and/or its Subsidiaries and Sendas and/or its Subsidiaries are active or passive parties, jointly, as main parties, or otherwise, or for which they may have any residual responsibility by agreement or formalized acknowledgment, and/or (ii) any agreement or arrangement entered into by CBD prior to the Effective Spin-off Date, that is related to any Sendas’ business or business unit (“Sendas Business Unit”), whose purpose and performance is not exclusively for the benefit of the Sendas Business Unit; and/or (iii) any agreement or accord entered into by Sendas before the Effective Spin-off Date, which is related to any Compre Bem’s business unit or business; provided that such agreement or accord under (i), (ii) or (iii) cannot be separated and/or individualized on behalf of the Parties or the respective Subsidiaries thereof, or which segregation or individualization could be significantly expensive, as set forth in Clause 5.2(iii).
Shared Agreements. 39 SECTION 3.04 Intercompany Accounts and Arrangements..................................................40 SECTION 3.05
Shared Agreements. 2.1 GM will use reasonable effort to include (or cause GM Affiliates to use reasonable effort to include) Delphi and Designated Delphi Affiliates as parties to all IP Agreements entered by GM or a GM Affiliate for the benefit of both the Delphi Business Sector and one or more other GM business sectors and not assigned to Delphi under this agreement. However, GM is not required to incur any further payment obligation under this paragraph, but will permit Delphi or a Delphi Affiliate to make any payment necessary for GM or the GM Affiliate to include Delphi and Designated Delphi Affiliates as parties to such IP Agreements.
Shared Agreements. The Seller shall use commercially reasonable efforts to assist the Buyer in obtaining the benefit of the Shared Agreements as they relate to the Business. Such efforts shall include negotiating with the other party to the Shared Agreements to obtain a contract on identical terms (so far as such terms relate to the Business) between the Buyer and the other party, to be effective as of the Closing Date. If the Buyer is unable to obtain such new contracts prior to the Closing Date, the Seller shall act as the agent of the Buyer under the applicable Shared Agreement, to the extent the Seller can do so without breaching the applicable Shared Agreement, until such time as the Shared Agreement expires or until a new contract is obtained. The Parties agree that if the agency relationship described in the preceding sentence becomes necessary, the Parties shall enter into an agency agreement which shall include, among other terms, (i) that any monies received by the Seller pursuant to the terms of the Shared Agreements will be delivered to the Buyer within 10 days of receipt by the Seller, (ii) the Buyer bears the credit risk of all sales and any costs associated with freight, insurance and distribution fees, and (iii) the Seller shall not receive any compensation, other than any fees described in the Transition Services Agreement for the provision of its services under the agency agreement. If any of the Seller's current distributors and agents in Europe become entitled to any compensation as a result of the termination of the Seller's existing relationship with such distributors and agents, the Parties shall share the costs of such termination equally. For purposes of providing a framework for the parties good faith negotiations with respect to any such agency agreement, the Agency Agreement shall be considered a reasonable basis for the Parties to begin such negotiation, it being understood that, the Seller shall bear all costs and expenses associated with such agency relationship. Notwithstanding the foregoing, any additional costs or expenses that the Buyer incurs as a result of pursuing any amendment, modification, or consent to any Shared Agreement or relating to any agency relationship provided by the Buyer to the Seller or by the Seller to the Buyer under any of the Shared Agreements shall be the sole obligation of the Seller. Such costs and expenses shall be paid by the Seller within 60 days of receipt by the Seller of documentation reasonably detailing su...
Shared Agreements. The parties hereto acknowledge that (a) Relizon is party to the Contracts listed on Schedule 7.9 (the “Shared Relizon Agreements”) that provide for the leasing of certain equipment and the provision of certain services to Relizon and certain of its Affiliates, (b) the Company is a party to the Contracts listed on Schedule 7.9 (the “Shared Company Agreements” and, together with the Shared Relizon Agreements, the “Shared Agreements”) that provide for the leasing of certain equipment and the provision of services to the Company and its Affiliates, (c) certain equipment and services leased or provided pursuant to the Shared Relizon Agreements are made available to and used by the Company and its Subsidiaries pursuant to subcontract or similar arrangement between Relizon and the Company and (d) certain equipment and services leased or provided pursuant to the 42 Shared Company Agreements are made available and used by Relizon and its Subsidiaries pursuant to subcontract or similar arrangement between the Company and Relizon. Between the date hereof and the Closing Date, the Company and Acquiror shall, and Holdings shall cause Relizon to, use commercially reasonable efforts to amend the Shared Agreements (or, to the extent appropriate, modify and replace the Shared Agreements) so that, following the Closing, (i) the equipment and services provided under the Shared Relizon Agreements that are currently made available to and used by the Company and its Subsidiaries will be made available to the Company and its Subsidiaries directly by the third party provider of such equipment or services pursuant to Contracts between the Company and such provider or indirectly pursuant to formal subcontract arrangements between Relizon and the Company, (ii) the equipment and services provided under the Shared Company Agreements that are currently made available to and used by Relizon and its Subsidiaries will be made available to Relizon and its Subsidiaries directly by the third party provider of such equipment or services pursuant to Contracts between Relizon and such provider or indirectly pursuant to formal subcontract arrangements between the Company and Relizon, (iii) Relizon shall not be responsible for the performance of (or will be indemnified by the Company for) any obligations under the Shared Relizon Agreements relating to products or services made available to or used by the Company and its Subsidiaries and (iv) the Company shall not be responsible for the performanc...
Shared Agreements. (i) Exhibit I attached hereto contains a list of certain third party agreements with Tenneco Business Services Inc. under or through which both the Automotive Group and Packaging Group has obtained or does obtain goods or services. Of these third party agreements, those listed in Section 1 of Exhibit I have been modified to provide that Tenneco and Packaging may each order, receive and pay for the goods and services to which such agreements apply for its respective Group as if each company had a separate contract. Subject to the provisions of the Transition Services Agreement, (1) the third-party agreements listed in Section 2 of Exhibit I will be administered by Packaging or one of its Subsidiaries after the Distribution, (2) members of the Automotive Group shall be entitled to place orders for and receive the goods and services covered by such agreements by placing orders with Packaging and (3) the actual costs to Packaging (after taking into account any applicable volume discounts) for goods or services, if any, that a member of the Automotive Group directs Packaging to order or have provided on its behalf under such agreements will be billed to and paid by Tenneco on a recurring basis.
Shared Agreements. 48 7.25 Butadiene, Aniline and DPA Supply............................... 48 7.26
Shared Agreements. The Parties agree and acknowledge that there are certain Contracts which relate to both the Businesses, on the one hand, and the businesses (other than the Businesses) of Sellers, IP Sellers and their respective Affiliates on the other hand (such contracts, the "Shared Contracts") and that following the Closing certain Shared Contracts will be assigned by Sellers to Buyer and certain Shared Contracts will not be assigned to Buyer. The Parties agree (on behalf of themselves and their Affiliates) that at the written request of the other Parties they will, and they will cause their Affiliates to, cooperate with each other, in all commercially reasonable respects, to design an arrangement pursuant to which Buyer and its Affiliates, in the case of Shared Contracts that will not be assigned to Buyer, and Sellers and IP Sellers and their respective Affiliates, in the case of Shared Contracts that will be assigned to Buyer, may receive substantially all of the material rights and benefits (and assume, discharge and indemnify for its proportionate share of the obligations) of such Shared Contracts as may be received today. Each of the Parties agrees and acknowledges that it may not be possible to design such an arrangement, and if it is not possible to design such an arrangement, except for the failure to use commercially reasonable efforts required hereby, no Person shall be liable to any other Person pursuant to the terms of this Section 7.24.
