Bundled Contracts. (a) Section 5.14(a) of the Sellers Disclosure Schedule lists each Contract that the Sellers have entered into prior to the date hereof providing for the sale or provision of Products or Services and the sale or provision of other products or services of the Sellers or their Affiliates (as such list may be amended or supplemented pursuant to Section 5.14(c)) (each, a “Bundled Contract”). Subject to applicable Law, each of the Purchaser and the Sellers shall, and the Purchaser shall cause any relevant Designated Purchaser, as applicable, to, use its reasonable best efforts to, at least fifteen (15) Business Days prior to the Closing Date, enter into arrangements with the counterparty to each Bundled Contract to amend such Bundled Contract so as to delete all obligations and Liabilities therefrom as they relate to the Products and the Services and enter into a new Contract (effective as of, and conditioned upon the occurrence of, the Closing) with the applicable customer and which only relates to Products and Services in which event such new Contract shall be deemed to be a Seller Contract; provided, however, that the Sellers shall be under no obligation to compromise any right, asset or benefit or to expend any amount or incur any Liability in obtaining such arrangements and the failure to enter into such arrangements with respect to any Bundled Contract shall not entitle the Purchaser to terminate this Agreement, not to complete the transactions contemplated hereby or reduce the Purchase Price payable hereunder; provided, further, that the Purchaser shall not be obligated to enter into any such new Contract (i) if such new Contract meets the Exclusion Criteria, and Purchaser notifies the Main Sellers of its decision that such Contract satisfies such Exclusion Criteria no later than ten (10) days after any such Bundled Contract has been listed on Section 5.14(a) of the Sellers Disclosure Schedule. To the extent permitted by the terms of such Bundled Contract and applicable Law, each of the Sellers and the Purchaser shall notify the other Party if any customer has contacted such Party with regard to the matters set forth in this Section 5.14 and shall keep such other Party reasonably informed regarding the content of any discussions with the customer. For the avoidance of doubt, nothing in this Section 5.14(a) shall restrict the Sellers from taking any actions with respect to Bundled Contracts otherwise permitted pursuant to Section 5.9, including any amendme...
Bundled Contracts. The Parties recognize and agree that the Bundled Contracts cover both the Product and other products of Reliant and that the Bundled Contracts are not being assigned to Oscient under this Agreement. For a period not to exceed sixty (60) days following the Closing, Reliant shall diligently assist Oscient in the transition of the Product onto replacement contracts with Oscient by making introductions to the appropriate counterparties and notifying such counterparties of Oscient’s acquisition of the Product pursuant to customary termination letters. Reliant shall use commercially reasonable efforts to terminate as promptly as reasonably possible the Bundled Contracts solely to the extent that such contracts relate to the Product.
Bundled Contracts. The Parties recognize and agree that the Bundled Contracts cover both the Product and other products of Reliant and that the Bundled Contracts are not being assigned to the Purchaser under this Agreement. Reliant shall use commercially reasonable efforts, at its sole expense and as promptly as reasonably possible, to terminate the Bundled Contracts solely as such contracts relate to the Product.
Bundled Contracts. Before the Closing, each of the Purchaser or any other relevant Designated Purchaser, on the one hand, and the relevant Designated Seller, on the other hand, shall use their reasonable efforts to enter into arrangements with the other party to each customer contract which includes the sale of Nortel Products and Nortel Services and the sale of other Designated Seller products and services (a “Bundled Contract”), with effect following the Closing Date, to amend the Bundled Contracts so as delete all obligations and Liabilities therefrom as they relate to the Nortel Products and the Nortel Services and that a new contract is entered with into with the applicable customer and which only relates to Nortel Products and Nortel Services, in which event such new contract shall be deemed to be a Seller Contract; provided, however, that the Seller shall be under no obligation to compromise any right, asset or benefit or to expend any amount or incur any Liability in obtaining such arrangements or consents, and further provided, that the rights and obligations of the supplier in such Seller Contract have not been respectively restricted and broadened or modified in any material way. For those Bundled Contracts for which such arrangements could not be entered into five Business Days prior to the Closing Date, and to the extent that the Purchaser waives the Closing condition regarding the unbundling of such Bundled Contract, the Seller shall or shall cause the other relevant Designated Sellers to provide or cause to be provided to the Purchaser or a Designated Purchaser, the benefits of such Bundled Contracts in so far as they relate to the Business under the terms and conditions of the agreement which the relevant Parties will enter into in the form attached as Exhibit P (the “Subcontract Agreement”). The contract with O2 and Mobisle Communications Limited (“Malta”) shall not be unbundled and the Subcontract Agreement shall apply to O2 and Malta.
Bundled Contracts. The Parties acknowledge that there are existing Contracts that have been entered into by IMIM or any of its Subsidiaries that encompass both products Related to the Business and one or more non-Business related products (as set forth on Schedule 3.6, the “Bundled Contracts”), which due to their broad coverage across IMIM and its Subsidiaries’ products and businesses, may not be wholly assignable or terminable. After the Closing Date, IMIM and its Subsidiaries (including the Companies) shall work with Parent and its Subsidiaries to fulfill the continuing obligations pursuant to the Bundled Contracts on terms agreed pursuant to the Transition Services Agreement. Purchaser acknowledges and agrees that (i) the Bundled Contracts are not part of the Acquired Assets or Transferred Assets and (ii) any obligations with respect to Bundled Contracts will be set forth in the Transition Services Agreement; provided, however, IMIM and its Subsidiaries shall not extend the term of any existing Bundled Contracts with respect to the Business. Except as may be expressly provided elsewhere in this Agreement or in the Transition Services Agreement, the Sellers acknowledge that Purchaser shall assume no Liabilities, including Tax Liabilities, with respect to the Bundled Contracts.
Bundled Contracts. The Parties recognize and agree that the Bundled Contracts cover both the Phos-Lo Products and other products of the Seller and that the Bundled Contracts are not being assigned to the Buyer under this Agreement. [***]
Bundled Contracts. (a) Section 5.15 of the Sellers Disclosure Schedule lists each Contract that the Sellers or their Affiliates have entered into prior to the date hereof providing for the sale or provision of Products and/or Services and the sale or provision of other products and services of the Sellers or their Affiliates (each, a “Bundled Contract”).
Bundled Contracts. (a) With respect to each Bundled Contract to which the Company or any Subsidiary of the Company (other than a Transferred Subsidiary) is the party (collectively, the "Tech Bundled Contracts"), following the Closing Buyer will honor obligations of the Company or such Subsidiary thereunder related to the Business and the products and services of the Business at the prices and on the other terms and provisions set forth therein. None of the prices, duration or other terms or provisions of the Tech Bundled Contracts relating to products or services of the Business shall be extended or renewed (including where the parties to such Contract have the option to so extend or renew) or amended, supplemented or otherwise modified without the prior written consent of Buyer. Buyer shall be entitled to administer, and shall be responsible for, any returns, claims or disputes arising under the Tech Bundled Contracts relating to products or services of the Business. Following the Closing, the Company shall use commercially reasonable efforts to add Buyer as a party to the Tech Bundled Contracts to reflect the foregoing rights and obligations; provided, however, that such addition shall not adversely affect Buyer's rights or obligations thereunder.
Bundled Contracts. To the extent permitted by Applicable Law, Buyer covenants and agrees that after the Closing it will continue to honor Sellers' commitments made in each such bundled contract with respect to supplying the relevant products, including the sale price, for the respective commitment terms set forth in Section 1.15 of the Disclosure Schedule. As soon as practicable after the Closing Date, Sellers and Buyer will, at the request of Buyer, request each third party to the Bundled Contracts to relieve Sellers of their obligation to provide such products under each such Bundled Contract. ARTICLE 7.19
Bundled Contracts. The Purchaser hereby grants, and shall cause the Company to grant, to the Seller and its Affiliates a non-exclusive, worldwide, irrevocable, sublicensable (solely for the benefit of the Seller and its Affiliates), transferrable (in connection with the assignment or transfer of any of the Bundled Contracts or in connection with the sale of all or substantially all of the business of the Seller or its Affiliates to which any of the Bundled Contracts relates) license to continue to access, use and, solely with respect to the Specified Bundled Contracts (as defined in Schedule II), sell the applications and solutions of the Business Products related to the Bundled Contracts, from and after the Closing, in connection with the performance of the Bundled Contracts by the Seller or its Affiliates, subject to the immediately following sentence, at no cost to the Seller or its Affiliates and not subject to any other royalty or fee payable by the Seller or its Affiliates to the Company or the Purchaser, in the ordinary course of business and consistent with how the retained businesses of the Seller and its Affiliates access, use and sell such applications and solutions of the Business Products as of the date hereof. With respect to the Specified Bundled Contracts, the Seller or its Affiliates, as applicable, shall pay to the Purchaser or the Company, as applicable, any and all fees to the extent related to such applications and solutions of the Business Products owed by customer thereunder to the Seller or its Affiliates, as applicable, pursuant to the terms and conditions of the Specified Bundled Contracts.
