Comingled Contracts definition

Comingled Contracts means the Contracts (a) set forth in Schedule 5.13 of the Disclosure Schedules and (b) which involve both (i) the operations and the conduct of (1) the Business or (2) any member of the Company Group and (ii) the operations and the conduct of the Excluded Business; provided that in no event shall the Comingled Contracts include (x) Contracts with respect to commercially available software (including software-as-a-service Contracts), (y) Contracts which the full benefits of which are delivered to any member of the Company Group under any Ancillary Agreement (including the Transition Services Agreement or the Transitional Supply Agreement), including Contracts with respect to general corporate or shared services provided to, or in support of, the Business and that are provided to both the Business and other businesses of the Seller and its Affiliates, or (z) Contracts with respect to professional services that benefit both (1) the Seller and (2) any member of the Company Group.
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Comingled Contracts means the Contracts which, as of immediately prior to the Closing,
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Examples of Comingled Contracts in a sentence

  • Without limiting the obligations of the Seller and the Selling Affiliates to comply with this Section 5.13, the Seller shall have no liability relating to the replacement of any Comingled Contracts to the extent they are not separated as described above prior to twelve (12) months following the Closing Date.

  • Subject to Section 5.13 relating to Comingled Contracts and Section 5.14 relating to Comingled Permits, the Seller shall, or shall cause the relevant Selling Affiliate to, use its commercially reasonable efforts to promptly obtain all necessary consents or waivers required to assign or transfer to the applicable member of the Company Group any Non-Assignable Transferred Asset that requires the consent of a third party, without any conditions to such transfer or changes or modifications of terms thereunder.

  • The Business Intellectual Property, together with the rights provided pursuant to the Transferred Contracts or the Comingled Contracts, the services and rights made available to the Buyer under the Transition Services Agreement and the Intellectual Property Ancillary Agreements, constitute all Intellectual Property (other than the Japan Trademarks) used in or necessary for the operation of the Business as currently conducted, in all material respects.