Shared Customer Contracts Sample Clauses

Shared Customer Contracts. (a) Subject to Section 5.9(d), with respect to Shared Customer Contracts, Sellers, Purchaser and their respective Subsidiaries shall use commercially reasonable efforts to obtain prior to the Closing or, if not obtained, shall use commercially reasonable efforts to obtain prior to the Anniversary Date, from the counterparty to each Shared Customer Contract any consent or similar action that is required to approve the separation of the portion of such Shared Customer Contract that provides for the delivery of Transferred Services, it being understood that Sellers and Purchaser shall not be required to grant any consideration to any counterparty to such Shared Customer Contract. For the period ending on the Anniversary Date, Purchaser and Sellers shall cooperate and work in good faith to separate the applicable portion of any Shared Customer Contract hereunder in a manner mutually agreeable to Purchaser, Sellers and the applicable customers. For the avoidance of doubt, the Contract constituting the separated portion of any Shared Customer Contract that provides for the delivery of Transferred Services shall constitute a “Transferred Customer Contract” under this Agreement, and in no event shall those portions of any Shared Customer Contract providing for the delivery of goods and services that do not constitute Transferred Services be considered a Transferred Customer Contract. Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and agrees that no volume, minimum purchase or similar commitments under Shared Customer Contracts or any rights relating thereto will be transferred to the Acquired Subsidiaries as part of the Transferred Customer Contracts or otherwise in whole or in part, except to the extent solely related to the Transferred Services.
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Shared Customer Contracts. 1. Maintenance and Support Agreement, No. 01-1367-MNT, dated September 18, 2001, between Marconi Communications, Inc. and Qwest Business Resources, Inc.
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Shared Customer Contracts. Following the execution and delivery of this Agreement, and subject to the terms and conditions of the Contribution Agreement: (i) Buyer and Sellers shall cooperate with respect to communications with the counterparty to such Shared Customer Contract related to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and (x) Buyer shall not, and shall cause the Acquired Companies not to, and (y) Sellers shall not, and cause its Affiliates not to, have any communications (whether written, via e-mail, verbal or otherwise) with any such counterparty regarding this Agreement or the transactions contemplated hereby without the participation of Sellers or Buyer, as applicable, unless Sellers or Buyer, as applicable approve in advance in writing of any such communication (including via e-mail) or as generally consistent with parameters agreed to in writing (including over e-mail) between Buyer and Sellers, provided that the foregoing shall not apply to communications by Buyer (or any Acquired Company) or Sellers (or the Change Group), as applicable, with such counterparty in connection with providing services and deliveries to such counterparty in connection with the Shared Customer Contracts or responding to questions in connection therewith.
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Shared Customer Contracts. (a) During the period after the date hereof until the 12-month anniversary of the Closing Date, Seller will use Commercially Reasonable Efforts to (i) cause each Shared Customer Contract to be assigned in relevant part to an Acquired Entity (in the case of a partial assignment entered into before the Closing) or a member of the Acquiror Group designated by Acquiror (in the case of a partial assignment entered into after the Closing), in each case effective from and after the Closing, or (ii) appropriately amend such Shared Customer Contract (as reasonably determined by Seller in good faith) so that Acquiror or another member of the Acquiror Group will, from and after the Closing, be entitled to the rights and benefits enjoyed by the Business under such Shared Customer Contracts on substantially the same terms as then in effect; provided that Commercially Reasonable Efforts shall include the actions set forth in Section 4.04(a) of the Seller Disclosure Letter. The Parties will reasonably cooperate to prioritize the efforts with respect to the partial assignment or amendment of Shared Customer Contracts that constitute Material Contracts. In addition, Seller will provide Acquiror with contact information for such third parties and introduce representatives of the Acquiror Group to Seller’s contacts at such third parties in respect of such Shared Customer Contracts. As soon as practicable after the date of this Agreement (and in any event within 10 Business Days from the date hereof), each of Seller and Acquiror will notify the other in writing of the contact person (or persons) responsible for communications between the Seller Group and the Acquiror Group regarding third-party consents, customer communications, responses to customer questions and concerns and any negotiations on behalf of each party with respect to the arrangements and obligations under this Section 4.04. In furtherance of the foregoing, in connection with the entry into or renewal of any Shared Customer Contract after the date hereof, Seller will use Commercially Reasonable Efforts to (i) enter into separate Contracts with such customer with respect to the Business and the applicable Excluded Business(es) and (ii) include provisions in such Transferred Customer Contract that would permit such Transferred Customer Contract to be assigned, in whole or in part, to Acquiror pursuant to this Agreement.
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Shared Customer Contracts 
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Related to Shared Customer Contracts

  • Customer Contracts 6.2.1 The Redistributor should ensure that its contracts with its Customers give it all necessary rights to control and monitor Data use.

  • Most Favored Customer Contractor shall, within thirty (30) days of their effective date, to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions.

  • Shared Contracts (a) Except as set forth on Schedule VIII, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member of the Nuance Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Business (the “Nuance Portion”), which rights shall be a Nuance Asset and which obligations shall be a Nuance Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Distribution, a member of the SpinCo Group shall receive the interest in the benefits and obligations of the SpinCo Portion under such Shared Contract and a member of the Nuance Group shall receive the interest in the benefits and obligations of the Nuance Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

  • Business Contracts All Contracts (other than the Real Property Leases, the Personal Property Leases and the Accounts Receivable) to which Seller is a party, which are utilized in the conduct of the Business, including Contracts relating to suppliers, sales representatives, distributors, purchase orders, marketing arrangements and manufacturing arrangements and which are listed in SECTION 1.01(a)(vi) OF THE DISCLOSURE SCHEDULE (the "Business Contracts");

  • Customer Agreement In the event of a conflict between this Agreement and any other agreement between the Bank and the Customer relating to the Account, the terms of this Agreement will prevail, and in all other respects the terms of the other agreement relating to the Account shall apply with respect to any matters not covered by this Agreement. Regardless of any provision in any such agreement, the State of New York shall be deemed to be the Bank’s location for the purposes of this Agreement and the perfection and priority of the Secured Party’s security interest in the Account.

  • Customer Agreements 29.1 Trader to include provisions in Customer Agreements: The following clauses apply in respect of the Trader’s Customer Agreements:

  • Transferred Contracts As of the date hereof, except for Excluded Contracts, the Contracts listed on Schedule 1.1(bbbb) are all of the Contracts between Seller and any third party. Except for copies of purchase orders entered into by Seller in the ordinary course of business and consistent with past practices that have not been provided to Buyer, true and complete copies of all Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Transferred Contract or Lease Agreement is in full force and effect and Seller is not in breach thereof, nor to Seller’s Knowledge is any party obligated to Seller pursuant to any such Transferred Contract or Lease Agreement in breach thereof. Seller has neither breached, violated nor defaulted under, nor received notice that Seller has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract or Lease Agreement. Seller has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract or Lease Agreement as are required thereunder in connection with the Closing, or for any such Transferred Contract or Lease Agreement to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Buyer will be permitted to exercise all of the rights Seller had under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement and the Collateral Agreements not occurred. Seller has not received any notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Transferred Contract or Lease Agreement. Seller has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller or owed by Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Person.

  • Significant Customers and Suppliers No customer or supplier which was significant to the Company during the period covered by the Financial Statements or which has been significant to the Company thereafter, has terminated or breached, materially reduced or threatened to terminate, breach or materially reduce its purchases from or provision of products or services to the Company, as the case may be.

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