Carve Out Measures Clause Samples

Carve Out Measures. 16.1.1 The Parties agree that Seller shall, and shall procure, the implementation of certain carve-out measures within the Seller's Group as set forth in Exhibit 16.1.1 ("Carve-Out Measures") prior to Closing, provided that Seller shall only be obligated under this Agreement to use reasonable efforts (without having to expense or commit to expense any monies) to obtain the consent of any third party required for the splitting or transfer of contracts as well as the transfer of any assets as part of the Carve-Out Measures prior to the Scheduled Closing Date. Until such consent is obtained and to the extent legally permissible, the Parties shall treat each other economically as if such consent had been granted. 16.1.2 The Carve-Out Measures shall occur without representations or warranties, and in accordance with the terms and the values agreed in Exhibit 16. 1.1. Seller shall not execute any agreement to implement the Carve-Out Measures ("Carve-Out Agreement") without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned, or delayed), and which consent shall be deemed to be granted if and to the extent Purchaser does not object in text form (including reasons for the objection) to the e-mail addresses specified in Exhibit 18.1.1(i) within ten Business Days following receipt (Zugang) by Purchaser of Seller’s request for consent, provided that Seller shall not be in breach of its obligations under Section 16.1.1 if the breach is caused due to Purchaser unreasonably withholding, conditioning or delaying its consent. 16.1.3 If requested by Seller or Purchaser, Seller and Purchaser agree to discuss in good faith any transfer of other assets or liabilities from the Company's Group to the Remaining Seller's Group (or vice versa) that are in each case not material to the business of the Target Companies or Remaining Seller's Group (as applicable), provided that any such transfer occurs at arm's length terms. SPAExecution Version 16.1.4 To the extent that the provisions of a Carve-Out Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall, as between the Parties, prevail; and (B) so far as permissible under applicable law of the relevant jurisdiction, Parent, Purchaser and Seller shall cause the provisions of the relevant Carve-Out Agreement to be adjusted, to the extent necessary t...