Certain Affiliate Arrangements Sample Clauses
Certain Affiliate Arrangements. 7.13.1 The Company shall have no obligation to pay any charges rendered by a Member or a Corporate Affiliate of a Member unless the agreement under which the charges are imposed is an Approved Affiliate Agreements or an Affiliate Arrangement approved pursuant to Section 7.9(i) hereof. Any such unapproved charges shall be the responsibility of the Member rendering such charges or the Member with which the Corporate Affiliate rendering such charges is affiliated.
7.13.2 With reference to any transaction, Contract or other arrangement to which the Company is a party or otherwise benefits or is bound and to which a Member or Members or a Corporate Affiliate of any Member is a party or is otherwise bound or obligated, including the Approved Affiliate Agreements listed on Schedule 7.13 (collectively, “Affiliate Arrangements”), (a) in the case of any Affiliate Arrangement to which one of the Members is a party or is otherwise bound or obligated and such Member is in breach or other default, or otherwise required to act, the Representatives designated by the Member who is not, and whose Corporate Affiliates are not, a party to or is not otherwise bound or obligated by such Affiliate Arrangement, shall have the right to cause the Company to pursue or enforce any remedy or exercise any other rights of the Company under such Affiliate Arrangement; and (b) in the case of any Affiliate Arrangement to which both Members are a party or are otherwise bound or obligated and one of such Members is in breach or other default or otherwise required to act, the Representatives designated by the non-defaulting Member or the Member not required to take the relevant action, as applicable, shall have the right to cause the Company to pursue or enforce any remedy or exercise any other rights of the Company under such Affiliate Arrangement.
Certain Affiliate Arrangements. (a) All Contracts between ▇▇▇▇▇▇▇ Limited and any of its Subsidiaries (other than a Company), on the one hand, and any of the Companies, on the other hand, shall be terminated prior to Closing and all Liabilities arising thereunder and any other intercompany accounts, indebtedness, Liabilities, or obligations shall be fully discharged prior to the Adjustment Calculation Time, except for the Contracts set forth on Schedule 5.9(a) attached hereto (the “Specified Affiliate Contracts”), each of which will survive the Closing in accordance with its terms.
(b) At or prior to Closing, Sellers shall cause each confidentiality and invention assignment agreement (such an agreement and any similar agreement, including an employment agreement, “Employee Invention Assignment Agreement”) between Sellers or any of their respective Affiliates, on the one hand, and any Company Employee, on the other hand, and each of the Contracts set forth on Schedule 5.9(b) (collectively, the “Assigned Contracts”) to be assigned in their entirety to Acquiror (or any Company designated by Acquiror).
(c) Except for (i) any Assigned Contract and (ii) any Shared Contract in replacement of which the Companies are provided rights under the Transition Services Agreement, the parties hereto agree to cooperate and use their reasonable best efforts to effect, at Acquiror’s cost, the separation of any contract with any third party that applies to the operation of the Business as conducted as of the Closing to which any Seller or any of its Controlled Affiliates (other than the Companies) is a party (each such Contract, a “Shared Contract”), such that the Companies shall be a party to a separate agreement directly with the relevant third party(ies). From and after the date hereof through the Closing, Sellers agree to use reasonable efforts, with Acquiror responsible for any related out-of-pocket costs and expenses paid to third parties, to provide to the Companies the services set forth on Schedule 5.9(c).
(d) Effective as of the Closing, ▇▇▇▇▇▇▇ Limited hereby transfers to Acquiror any and all of its and its Controlled Affiliates’ respective right, title and interest (if any) in and to all Qualifying Assets that relate primarily to the Business as conducted by the Companies, including all tangible assets (other than de minimis assets of Sellers and their Controlled Affiliates) located
Certain Affiliate Arrangements. (a) Prior to the Closing, each Seller (or such Seller’s Affiliates) party to all of the Contracts required to be set forth in Section 4.15 of the Company Disclosure Schedule (other than those Contracts set forth in Section 5.14(a) of the Company Disclosure Schedule) (the “Terminated Contracts”) shall cause such Terminated Contracts to be terminated (effective and conditioned on the Closing) without any liability or obligation of any Transferred Entity.
(b) Prior to the Closing, the Company shall comply with the obligations set forth in Section 5.14(b) of the Company Disclosure Schedule.
(c) Effective upon the consummation of the Closing, the Company and McClatchy hereby terminate, without any further obligation of or liability to the Company or McClatchy, the arrangements set forth on Section 5.14(c) of the Company Disclosure Schedule, other than receivables and payables reflected in the determination of Working Capital, which shall survive such termination.
Certain Affiliate Arrangements. Those contracts and arrangements set forth in Exhibit F(1) attached hereto (the “Surviving Affiliate Contracts”) shall survive the Closing and continue in full force and effect in accordance with their terms. None of the Sellers, the Company and any Subsidiary shall take any action to terminate the Romacorp Agreement. Except as otherwise provided in this Agreement and the Surviving Affiliate Contracts, the Sellers shall cause any Contract that is disclosed (or should have been disclosed) in Section 4.15(a)(xiv) of the Disclosure Schedule, including those Contracts set forth in Exhibit F(2) attached hereto, to be terminated or otherwise amended to exclude the Company and any Subsidiaries as a party thereto without any further Liability to the Company and the Subsidiaries.
Certain Affiliate Arrangements. Prior to the Closing, each Seller (or such Seller’s Affiliates) party to all of the Contracts required to be set forth in Section 4.15 of the Company Disclosure Schedule (other than those Contracts set forth in Section 5.14(a) of the Company Disclosure Schedule) (the “Terminated Contracts”) shall cause such Terminated Contracts to be terminated (effective and conditioned on the Closing) without any liability or obligation of any Transferred Entity.