Examples of Seller Administrative Services Agreement in a sentence
Upon such a determination, the parties shall negotiate in good faith to modify this Seller Administrative Services Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are consummated to the extent possible.
As compensation for Services rendered pursuant to this Seller Administrative Services Agreement, Purchaser shall pay to Seller an amount equal to the Cost of Services as specified in Exhibit A for each Service Category.
Except as otherwise provided in Exhibit A, upon not less than 180 days’ prior written notice to Purchaser, Seller may terminate this Seller Administrative Services Agreement with respect to any Service Category included in the Services if Seller and its Affiliates cease to provide such Service Category to Seller’s Subsidiaries, divisions and business units.
Seller may, at its option, from time to time delegate any of or all its obligations under this Seller Administrative Services Agreement to any one or more of its Affiliates.
This Seller Administrative Services Agreement is effective as of the Closing Date and shall remain in effect with respect to a particular Service until the Default Termination date as specified in Exhibit A unless and until terminated in accordance with Section 4.02.
Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Seller Administrative Services Agreement refer to this Seller Administrative Services Agreement in its entirety and not to any particular Article, Section or provision of this Seller Administrative Services Agreement.
On a case-by-case basis, Purchaser shall execute documents necessary to appoint Seller as its attorney-in-fact for the sole purpose of executing any and all documents and instruments reasonably required to be executed in connection with the performance by Seller of any Service under this Seller Administrative Services Agreement.
During the term of this Seller Administrative Services Agreement, Seller shall use its reasonable efforts to make its corporate resources available as reasonably requested by Purchaser and the Acquired Companies in connection with the transition and integration of the Acquired Companies and the Acquired Assets, during normal business hours, provided, that the provision of such corporate resources does not interfere with the conduct of business of Seller and does not result in any cost to Seller.
This Seller Administrative Services Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof; provided, however, that the laws of the respective jurisdictions of incorporation of each of the parties hereto shall govern the relative rights, obligations, powers, duties and other internal affairs of such party and its board of directors.
Notwithstanding any other provision hereof, Seller shall not be authorized by, and shall have no responsibility under, this Seller Administrative Services Agreement to manage the affairs of the Acquired Companies.