Companion Agreements Clause Samples

Companion Agreements. Operating Agreement (DRPT/Amtrak). In connection with the Transaction, DRPT shall enter into an operating agreement (the “Operating Agreement (DRPT/Amtrak)”) with Amtrak to permit Amtrak passenger train service over Segments 1 and 3. Such agreement shall include allocation of liability and indemnification obligations between the respective parties. The Parties acknowledge that as between DRPT and Amtrak, the Operating Agreement (DRPT/Amtrak) will govern Amtrak passenger train service over Segments 1 and 3.

Companion Agreements no third-party beneficiaries. Any Buyer Affiliate (which includes any entity directly or indirectly owned or controlled by Buyer) may purchase under this Agreement by issuing a purchase order or entering into a companion agreement (each a “ Companion Agreement ”) with Supplier or Supplier’s Affiliate. Each Companion Agreement will expressly incorporate this Agreement except as agreed by Supplier or its Affiliate and the Buyer Affiliate. Supplier or its Affiliate will invoice the Buyer Affiliate directly and look only to it for payment. There will be no joint and several liability between (i) Buyer and any Buyer Affiliate that is party to a Companion Agreement with respect thereto or (ii) Supplier and any Supplier Affiliate that is party to a Companion Agreement with respect thereto, nor among Buyer Affiliates or Supplier Affiliates that are parties to different Companion Agreements. None of Buyer or Buyer Affiliates or Supplier or its Affiliates will be regarded as agent, partner, or guarantor of any other. Purchases under this Agreement and all Companion Agreements will be aggregated for purposes of calculating any volume discounts or rebates. In addition, Buyer may require Supplier to enter into similar Companion Agreements with Buyer regional Affiliates if Buyer has a regional business structure, with additional terms and conditions as reasonably agreed by the parties. Except as provided in this subsection, there are no other third party beneficiaries to this Agreement.

Companion Agreements. NCTCOG will enter into companion agreements with the cities identified in Attachment 1. NCTCOG will also enter into a companion agreement with the Fort Worth Transportation Authority and Dallas Area Rapid Transit to provide Federal funds programmed by the Regional Transportation Council in exchange for Local funds provided by Cities listed in Attachment 1, including the City of Arlington.

Companion Agreements. (a) At ABM’s request, the terms of this Master Agreement shall be incorporated by reference into individual Companion Agreements, which shall be executed by International Business Machines Corporation or an Affiliate of International Business Machines Corporation and ABM Industries Incorporated or an Eligible Recipient. Unless otherwise agreed, the form of the Companion Agreement shall be as set forth in Schedule W. All Services shall be provided by International Business Machines Corporation or the applicable Affiliate of International Business Machines Corporation pursuant to this Master Agreement or an executed Companion Agreement. Unless and to the extent an individual Companion Agreement expressly provides otherwise, each Companion Agreement shall incorporate by reference the terms and conditions of this Master Agreement and shall not be construed as altering or superseding the rights and obligations of the Parties under this Master Agreement. If requested by ABM, the Parties will execute a Companion Agreement in a form acceptable to each Party. (b) The Supplier Account Manager (and his or her designees(s)) shall remain responsible for the administration of this Master Agreement and the individual Companion Agreements on a day-to-day basis on behalf of Supplier. (c) The ABM Relationship Manager (and his or her designees(s)) shall remain responsible for the administration of this Master Agreement and the individual Companion Agreements on a day-to-day basis on behalf of ABM and the Eligible Recipients.

Companion Agreements. (a) TDCC shall cause each Grantor to, and Purchaser shall cause each Grantee to, enter into one or more companion agreements in the form of Attachment 1 hereto (each, a “Companion Agreement”) with respect to each of the Grantee’s Premises. Unless and to the extent an individual Companion Agreement expressly provides otherwise, each Companion Agreement shall incorporate by reference the terms and conditions of this Agreement (including, for the avoidance of doubt, the Rent set forth on Schedule A) and shall not be construed as altering or superseding the rights and obligations of the parties under this Agreement. (b) Purchaser shall be fully responsible and liable for all obligations of the itself and Grantees, and TDCC shall be fully responsible and liable for all obligations of itself and the Grantors, in each case to the same extent as if such failure to perform or comply was committed by Purchaser (in the case of Grantees) or by TDCC (in the case of Grantors). (c) The local Grantor representative and the local Grantee representative set forth on Schedule B (and/or their respective designees(s)) shall be responsible for the support of the relevant individual Companion Agreements on behalf of each Grantor and each Grantee, respectively, and shall be the only individuals authorized to amend, modify, change, waive or discharge their rights and obligations under such Companion Agreements. (d) Purchaser shall have the right to enforce this Agreement and any Companion Agreements on behalf of any Grantee, and to assert all rights and exercises and receive the benefits of all remedies of such Grantee, to the same extent as if Purchaser were such Grantee, subject to the limitations of liability applicable under this Agreement. TDCC shall have the right to enforce this Agreement and any Companion Agreements on behalf of any Grantor, and to assert all rights and exercises and receive the benefits of all remedies of such Grantor, to the same extent as if TDCC were such Grantor, subject to the limitations of liability applicable under this Agreement.

Companion Agreements. 4.2.1. The Parties shall enter into, and/or cause any Affiliate of the Company receiving Services outside of the United States (each, a “Service Recipient”) and the TDCC Affiliate providing Services in the applicable country to enter into, as applicable, one or more Companion Agreements for the purpose of facilitating local billing of the Service Fees set forth in Schedule 1. Unless and to the extent an individual Companion Agreement expressly provides otherwise, each Companion Agreement shall incorporate by reference the terms and conditions of this Agreement and shall not be construed as altering or superseding the rights and obligations of the Parties under this Agreement. 4.2.2. The Company shall be fully responsible and liable for all obligations of the individual Service Recipients, and TDCC shall be fully responsible and liable for all obligations of itself or any of TDCC’s Affiliates, in each case to the same extent as if such failure to perform or comply was committed by the Company (in the case of the Service Recipients) or by TDCC (in the case of TDCC’s Affiliates). 4.2.3. The Company shall have the right to enforce this Agreement (including the terms of all Companion Agreements) on behalf of each Service Recipient that has entered into a Companion Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including damages) of each Service Recipient, to the same extent as if the Company were such Service Recipient, subject to the limitations of liability applicable under this Agreement. TDCC shall have the right to enforce this Agreement (including the terms of all Companion Agreements) on behalf of each TDCC Affiliate that enters into a Companion Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including Damages) of each Affiliate hereunder, to the same extent as if TDCC were such Affiliate, subject to the limitations of liability applicable under this Agreement.

Companion Agreements. Unless otherwise agreed in a Companion Agreement and approved by the Customer Contract Executive, each Companion Agreement will be governed by and construed in accordance with the laws of the state of [*] and applicable U.S. federal laws, without giving effect to principles of conflict of laws; provided, however, that Local Law Matters under Companion Agreements will in each such case be governed by appropriate Local Laws.

Companion Agreements. This Agreement is one of two companion but separate agreements entered into at the same time and with substantially the same terms. * Convergys is a party to both Companion Agreements. The other party to each of the Companion Agreements are separate entities, each with its own Markets to which the specific Companion Agreement will apply. However, the Companion Agreements will be administered and performed together (e.g., Subscribers under both Companion Agreements shall be processed on a single instance of the System), and provisions related to volume commitments, minimums, limitations and fees shall be construed together as further described in Section 41.2.

Companion Agreements. Operating Agreement (CSXT/MTA). In addition to the Operating Agreement (CSXT/Commissions), and the Operating Agreement (CSXT/Amtrak), CSXT is a party to an Access Agreement with Maryland Transit Administration (“MTA”) dated June 30, 2010 (“Operating Agreement (CSXT/MTA)”), which may be amended or otherwise altered by CSXT and MTA upon mutual agreement of CSXT and MTA.