Pass-Through Clause Samples
A Pass-Through clause allows obligations, rights, or liabilities from one contract to be transferred or imposed onto another party, typically in a subcontracting or supply chain context. For example, if a prime contractor is bound by certain requirements in its contract with a client, a Pass-Through clause enables those same requirements to be imposed on its subcontractors. This ensures that all parties in the contractual chain are held to the same standards and obligations, thereby minimizing gaps in compliance and reducing the risk of contractual breaches.
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Pass-Through. The Parties acknowledge and agree that Administrator shall pass through to United 100% of the Rebate revenue received by Administrator from Drug Manufacturers for Prescription Drug utilization attributable to Members.
Pass-Through. Licensee may identify and collect, as a separate item on the regular bill of any Customer whose Broadband Internet Services are provided by Network Facilities located at least in part in Public ROW, that Customer’s pro rata amount of the License Fee.
Pass-Through. The Target is a taxable corporation and not a pass-through entity for the purposes of taxation laws of the United States.
Pass-Through. Administrative Services Fees and the Franchise Fee shall be considered reasonable costs and subject to “pass-through” as described in Section 8-Rates and Section 9-Rate Applications.
Pass-Through. In addition to the Co-packing Fees, ▇▇▇▇’▇ will be invoiced for ingredients, packaging and shipping materials supplied by The Lion, at The Lion’s invoice cost, and for all recycled glass bottles at the price set forth in Exhibit “B”, for all Products ordered by ▇▇▇▇’▇ and processed by The Lion as set forth in Exhibit “B.” All such pass-through payments shall be paid within thirty (30) days of production.
Pass-Through. Subject to the satisfaction or waiver of the conditions set forth in Article VII, the Closing shall take place irrespective of Section 2.4(a) on the terms set forth herein (with no adjustment to the Purchase Price) and, except as otherwise set forth in this Agreement, including in Section 2.4(c), the Parties shall, (x) for a period of two (2) years from the Closing Date (or the earlier expiration of such Non-Transferable Asset in accordance with its terms (without any extensions or renewals thereof by Seller)), use reasonable best efforts to obtain any such required Consent of such Third Party or clearance under applicable Law and, (y) pending obtaining such required Consent of such Third Party or clearance under applicable Law:
(i) solely to the extent permitted by the terms of the applicable Non-Transferable Asset and applicable Law, effective as of the Closing, Seller shall cause such Non-Transferable Asset to be transferred or assigned to a member of the Remaining Seller Group;
(ii) solely to the extent permitted by the terms of the applicable Non-Transferable Asset and applicable Law, the Remaining Seller Group shall operate such Non-Transferable Asset in the ordinary course of business consistent with past practice on Buyer’s behalf and at Buyer’s lawful and reasonable direction and use reasonable best efforts to cooperate in any lawful and commercially reasonable pass-through arrangement under which Buyer shall obtain (without infringing upon the legal rights of any Third Party (including a Governmental Authority) or violating any Law), for no additional consideration, the same economic rights and benefits, and shall assume and bear the same economic burden, of such Non-Transferable Asset as if such Non-Transferable Asset had been assigned to Buyer as of Closing; and
(iii) Buyer shall indemnify and hold harmless Seller, any of its Affiliates and any of its or their respective Representatives from and against any and all Liability arising out of or relating to any Non-Transferable Asset that is held by the Remaining Seller Group for the benefit of Buyer following the Closing, except for any Liabilities incurred as a result of fraud or willful misconduct or failure of any member of the Remaining Seller Group to comply with this Section 2.4. Once Consent for the transfer or assignment of a Non-Transferable Asset is obtained from the applicable Third Party or clearance under applicable Law is received, Seller shall as promptly as practicable transfer an...
Pass-Through. 10.1. A scheme employer may agree a pass-through arrangement with an admitted body. In this case the employer contribution is still calculated by the Fund actuary and the admitted body will be expected to pay this to the Fund. Any arrangement to share the cost of this rate will be between the scheme employer and the admitted body.
10.2. New Admitted bodies will not be included in the scheduled body or admitted body group even if there is a pass-through arrangement in place between the letting authority and the admitted body.
Pass-Through. The Company is a taxable corporation and not a pass-through entity for the purposes of taxation laws of the United States.
Pass-Through. Subject to subsections (b)(i)(A)(I) through (b)(i)(A)(IV) above, in the event Licensor embeds or encodes or otherwise inserts or, if applicable, associates CCI in or, if applicable, with, the Pictures prior to delivery to STE, STE agrees to “pass through” to its affiliated systems (or to subscribers where delivering directly to subscribers) such CCI without alteration, modification or degradation in any manner.
Pass-Through. Under the pass through option, Cisco will renew all Support Agreements directly with the End User. Integrator is not involved in the renewal of Service delivered through the pass through option.