Common use of Allocation of Business and Net Income Following Termination Clause in Contracts

Allocation of Business and Net Income Following Termination. In the event that this Agreement is terminated in accordance with the terms hereof, Marquee and Athletes agree (i) that any business of Athletes or SMTI generated by such entity between the date hereof and the date of termination of this Agreement and performed by such entity shall become the client of and remain with the entity that generated such business, (ii) that the parties hereto shall negotiate in good faith the disposition and treatment of any business (and the related client) of SMTI or Athletes generated by Marquee, TSC, Xxxxxxxxx, Athletes (in the case of SMTI business) or SMTI (in the case of Athletes business) between the date hereof and the date of termination of this Agreement and performed by SMTI or Athletes and with respect to which a timely Designation, as defined below, was delivered by Marquee, TSC, Xxxxxxxxx, Athletes (in the case of SMTI business) or SMTI (in the case of Athletes business), and (iii) that any business of Marquee generated by Athletes, SMTI, Marquee, TSC or Xxxxxxxxx between the date hereof and the date of termination of this Agreement and performed by Marquee shall become the client of and remain with Marquee, and that the net income from any business described in this clause (iii) shall be allocated as follows: (a) fifty percent of the net income of Marquee derived from business generated by either Marquee, TSC or Xxxxxxxxx between the date hereof and the date of termination of this Agreement shall be retained by or paid to Marquee, with the balance to be paid equally and on at least a quarterly basis to Athletes and SMTI; (b) fifty percent of the net income of Marquee derived from business generated by Athletes between the date hereof and the date of termination of this Agreement and with respect to which a timely Designation was delivered by Athletes shall be retained by or paid to Athletes on at least a quarterly basis, with the balance to be paid equally and on at least a quarterly basis to Marquee and SMTI; and (c) fifty percent of the net income of Marquee derived from business generated by SMTI between the date hereof and the date of termination of this Agreement and with respect to which a timely Designation was delivered by SMTI shall be retained by or paid to SMTI on at least a quarterly basis, with the balance to be paid equally and on at least a quarterly basis to Marquee and Athletes. For purposes of this Section 11.3, business shall be deemed to be business of the entity (Marquee, Athletes or SMTI) that entered into a contract with the third party client in connection with such business. Business shall be presumed to be generated by the entity that entered into the contract with the third party client unless another of such entities or Xxxxxxxxx or TSC notifies in writing (a "Designation") the others within fifteen (15) days of the date such contract was entered into that it is disputing such presumption. Such Designation disputing such presumption shall be deemed accepted by such other entities unless it is disputed by any such other entities within fifteen (15) days thereafter, at which point the parties shall arrange a meeting to resolve the dispute.

Allocation of Business and Net Income Following Termination. In the event that this Agreement is terminated in accordance with the terms hereof, Marquee and Athletes SMTI agree (i) that any business of Athletes SMTI or SMTI A&A generated by such entity between the date hereof and the date of termination of this Agreement and performed by such entity shall become the client of and remain with the entity that generated such business, (ii) that the parties hereto shall negotiate in good faith the disposition and treatment of any business (and the related client) of SMTI or Athletes A&A generated by Marquee, TSC, XxxxxxxxxGutkowski, Athletes A&A (in the case of txx xxxx xf SMTI business) or SMTI (in the case of Athletes A&A business) between the date hereof and the date of termination of this Agreement and performed by SMTI or Athletes A&A and with respect to which a timely Designation, as defined below, was delivered by Marquee, TSC, XxxxxxxxxGutkowski, Athletes A&A (in the case of txx xxxx xf SMTI business) or SMTI (in the case of Athletes A&A business), and (iii) that any business of Marquee generated by AthletesSMTI, SMTIA&A, Marquee, TSC or Xxxxxxxxx Gutkowski between the date hereof thx xxxx xxreof and the date of termination of this Agreement and performed by Marquee shall become the client of and remain with Marquee, and that the net income from any business described in this clause (iii) shall be allocated as follows: (a) fifty percent of the net income of Marquee derived from business generated by either Marquee, TSC or Xxxxxxxxx Gutkowski between the date hereof thx xxxx xxreof and the date of termination of this Agreement shall be retained by or paid to Marquee, with the balance to be paid equally and on at least a quarterly basis to Athletes A&A and SMTI; (b) fifty percent of the net income of Marquee derived from business generated by Athletes A&A between the date hereof and the date of termination of this Agreement and with respect to which a timely Designation was delivered by Athletes A&A shall be retained by or paid to Athletes A&A on at least a quarterly basis, with the balance to be paid equally and on at least a quarterly basis to Marquee and SMTI; and (c) fifty percent of the net income of Marquee derived from business generated by SMTI between the date hereof and the date of termination of this Agreement and with respect to which a timely Designation was delivered by SMTI shall be retained by or paid to SMTI on at least a quarterly basis, with the balance to be paid equally and on at least a quarterly basis to Marquee and Athletes. A&A. For purposes of this Section 11.3, business shall be deemed to be business of the entity (Marquee, Athletes A&A or SMTI) that entered into a contract with the third party client in connection with such business. Business shall be presumed to be generated by the entity that entered into the contract with the third party client unless another of such entities or Xxxxxxxxx Gutkowski or TSC notifies in notxxxxx xx writing (a "Designation") the others within fifteen (15) days of the date such contract was entered into that it is disputing such presumption. Such Designation disputing such presumption shall be deemed accepted by such other entities unless it is disputed by any such other entities within fifteen (15) days thereafter, at which point the parties shall arrange a meeting to resolve the dispute.

Allocation of Business and Net Income Following Termination. In the event that this Agreement is terminated in accordance with the terms hereof, Marquee and Athletes SMTI agree (i) that any business of Athletes SMTI or SMTI A&A generated by such entity between the date hereof and the date of termination of this Agreement and performed by such entity shall become the client of and remain with the entity that generated such business, (ii) that the parties hereto shall negotiate in good faith the disposition and treatment of any business (and the related client) of SMTI or Athletes A&A generated by Marquee, TSC, Xxxxxxxxx, Athletes A&A (in the case of SMTI business) or SMTI (in the case of Athletes A&A business) between the date hereof and the date of termination of this Agreement and performed by SMTI or Athletes A&A and with respect to which a timely Designation, as defined below, was delivered by Marquee, TSC, Xxxxxxxxx, Athletes A&A (in the case of SMTI business) or SMTI (in the case of Athletes A&A business), and (iii) that any business of Marquee generated by AthletesSMTI, SMTIA&A, Marquee, TSC or Xxxxxxxxx between the date hereof and the date of termination of this Agreement and performed by Marquee shall become the client of and remain with Marquee, and that the net income from any business described in this clause (iii) shall be allocated as follows: (a) fifty percent of the net income of Marquee derived from business generated by either Marquee, TSC or Xxxxxxxxx between the date hereof and the date of termination of this Agreement shall be retained by or paid to Marquee, with the balance to be paid equally and on at least a quarterly basis to Athletes A&A and SMTI; (b) fifty percent of the net income of Marquee derived from business generated by Athletes A&A between the date hereof and the date of termination of this Agreement and with respect to which a timely Designation was delivered by Athletes A&A shall be retained by or paid to Athletes A&A on at least a quarterly basis, with the balance to be paid equally and on at least a quarterly basis to Marquee and SMTI; and (c) fifty percent of the net income of Marquee derived from business generated by SMTI between the date hereof and the date of termination of this Agreement and with respect to which a timely Designation was delivered by SMTI shall be retained by or paid to SMTI on at least a quarterly basis, with the balance to be paid equally and on at least a quarterly basis to Marquee and Athletes. A&A. For purposes of this Section 11.3, business shall be deemed to be business of the entity (Marquee, Athletes A&A or SMTI) that entered into a contract with the third party client in connection with such business. Business shall be presumed to be generated by the entity that entered into the contract with the third party client unless another of such entities or Xxxxxxxxx or TSC notifies in writing (a "Designation") the others within fifteen (15) days of the date such contract was entered into that it is disputing such presumption. Such Designation disputing such presumption shall be deemed accepted by such other entities unless it is disputed by any such other entities within fifteen (15) days thereafter, at which point the parties shall arrange a meeting to resolve the dispute.