Continuity Agreement Sample Clauses

A Continuity Agreement is a contractual provision designed to ensure that the terms and obligations of an agreement remain in effect even if certain changes occur, such as a merger, acquisition, or change in ownership of one of the parties. In practice, this clause typically requires that successors or assigns of the original parties honor the existing contract, preventing disruption to ongoing business relationships or services. Its core function is to provide stability and predictability by safeguarding contractual commitments against organizational changes that might otherwise threaten their enforcement.
Continuity Agreement. Alcan hereby represents and warrants to Rio Tinto and Offeror that the Board of Directors has analysed the information, undertakings and commitments provided by Rio Tinto (including the grounds on which the requirements of Paragraph 3 of the Continuity Agreement may be considered to be met), has reviewed the recommendation of its ad hoc Canada Committee and of its ad hoc Quebec Committee, and has unanimously determined that Rio Tinto has demonstrated to the satisfaction of the Board of Directors that, following or as a result of the Contemplated Transactions, there is no reasonable basis to believe that (i) the positive commitment of Alcan to the economic health and economic and social prospects of Quebec would be diminished or put at risk in any material respect or (ii) there will be a direct or indirect net negative impact to the health and prospects of the economy or society of Quebec and that, in relation to the Offer, the requirements of Paragraph 3 of the Continuity Agreement have been fully met.
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Continuity Agreement. (a) In light of the Board of Directors’ positive determination pursuant to paragraph 3 of the Continuity Agreement referred to in the recitals to this Agreement, Rio Tinto will, immediately after the execution of this Agreement, give notice to the Quebec Government pursuant to paragraph 7 of the Continuity Agreement that Rio Tinto has succeeded in demonstrating to the Board of Directors that the requirements of paragraph 3 of the Continuity Agreement have been met. (b) Each of Rio Tinto and Offeror, on the one hand, and Alcan, on the other, shall cooperate with the Quebec Government and do all such things as are reasonable in order to obtain all required consents, approvals and non-objection from the Quebec Government pursuant to the Continuity Agreement.
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Continuity Agreement. Notwithstanding anything in this Section 7, to the extent Executive is entitled to compensation and/or benefits under the Continuity Agreement, Executive shall not be entitled to any compensation or benefits under this Section 7 of the Agreement, except as set forth in the last paragraph of each of Sections 4(a) and 4(b) of the Continuity Agreement.
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Continuity Agreement. A. In the event WG experiences a major catastrophe that would prohibit the shipment of filtered feedthroughs in sufficient quantities to meet CPI's firm purchase orders, WG will immediately notify CPI of the nature of the problem and begin discussions on the length of time that shipments will be delayed. C. WG must give CPI * written notice of any intent to discontinue supply of filtered feedthroughs to CPI, but WG shall not be bound after the expiration of this agreement to the pricing set forth in Attachment A.
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Continuity Agreement. It is agreed and understood that your Amended and Restated Continuity Agreement (“Continuity Agreement”), dated March 2, 2016, shall remain in effect for as long as you remain in your role as Presidents, Americas. For the avoidance of doubt, in no event shall your Continuity Agreement be deemed a benefit plan.
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Continuity Agreement. Contemporaneously with the execution of this Agreement, AGLR and the Executive shall enter into a Continuity Agreement in substantially the form attached hereto as Exhibit B, with a term commensurate with that provided to other Section 16(b)
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Continuity Agreement. Simultaneous with execution of this Agreement, the Executive and the Company will enter into a continuity agreement, substantially in the form attached hereto as Exhibit F.
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Related to Continuity Agreement

  • Cooperation Agreement At the Closing, PCC and Buyer shall, and PCC shall cause PCC Parent to, execute and deliver the Cooperation Agreement pursuant to which Buyer, PCC Parent and PCC shall provide each other certain information and other assistance in connection with the collection, administration and/or satisfaction of certain of the Retained Liabilities.

  • Transition Agreement 12.8.1 In the event of termination of this Agreement, whether in its entirety or with respect to the Terminated Territory, Ablynx and AbbVie shall negotiate in good faith the terms and conditions of a written transition agreement (the “Transition Agreement”) pursuant to which AbbVie and Ablynx will effectuate and coordinate a smooth and efficient transition of relevant obligations and rights to Ablynx as reasonably necessary for Ablynx to exercise its licenses pursuant to Sections 12.6 and 12.7 with respect to the Licensed Products after termination of this Agreement (in its entirety or with respect to the Terminated Territory, as applicable) as and to the extent set forth in this Article 12. For purposes of clarity, AbbVie shall not be required to Manufacture or have Manufactured the Licensed Products by or on behalf of Ablynx as part of the Transition Agreement. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 12.8.2 The Transition Agreement shall provide that in the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3 or by Ablynx in its entirety pursuant to Section 12.2.1, AbbVie shall: (i) where permitted by Applicable Law, transfer to Ablynx all of its right, title, and interest in all Regulatory Documentation then Controlled by AbbVie and in its name applicable to the Licensed Products in the Territory that are the subject of an exclusive license grant in Section 12.6.1(iii); (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) unless expressly prohibited by any Regulatory Authority, transfer control to Ablynx of all Clinical Studies being Conducted by AbbVie as of the effective date of termination and continue to Conduct such Clinical Studies, […***…], for up to […***…] to enable such transfer to be completed without interruption of any such Clinical Study; provided, that (a) Ablynx shall not have any obligation to continue any Clinical Study unless required by Applicable Law, in which case Ablynx, if it wishes to terminate such Clinical Study, shall continue such Clinical Study […***…] until such time that Applicable Law allows such trial to be terminated (with Ablynx taking all reasonable steps to promptly terminate such Clinical Study and minimize all costs and expenses), and (b) with respect to each Clinical Study for which such transfer is expressly prohibited by the applicable Regulatory Authority, if any, AbbVie shall continue to Conduct such Clinical Study to completion, […***…]; (iv) assign (or cause its Affiliates to assign) to Ablynx all agreements with any Third Party with respect to the conduct of pre-clinical Development activities, Manufacturing or Clinical Studies for the Licensed Products, including agreements with contract research organizations, contract manufacturing organizations, clinical sites, and investigators, unless, with respect to any such agreement, such agreement (a) expressly prohibits such assignment, in which case AbbVie shall cooperate with Ablynx in reasonable respects to secure the consent of the applicable Third Party to such assignment, or (b) covers Clinical Studies for Combination Products in which any active ingredient that is not a Licensed Compound is covered by Patents Controlled by AbbVie or any of its Affiliates or covers products covered by Patents Controlled by AbbVie or any of its Affiliates in addition to the Licensed Products, in which case AbbVie shall, […***…], cooperate with Ablynx in all reasonable respects to facilitate the execution of a new agreement between Ablynx and the applicable Third Party; and (v) transfer to Ablynx all existing clinical supplies of the Licensed Compound or Licensed Product in the possession of AbbVie at the time of termination, which shall be […***…]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. In the event this Agreement is partially terminated or terminated in its entirety by Ablynx pursuant Section 12.2.1, then any actions or activities set forth in the Transition Agreement shall be […***…]. 12.8.3 The Transition Agreement shall provide that in the event of a termination of this Agreement with respect to a country or other jurisdiction by AbbVie pursuant to Section 12.3.2 or with respect to a Terminated Territory by Ablynx pursuant to Section 12.2.2 (but not in the case of any termination of this Agreement in its entirety), AbbVie shall in a reasonable amount of time following Ablynx’s request: (i) where permitted by Applicable Law, transfer to Ablynx all of its right, title, and interest in all Regulatory Approvals owned by AbbVie and then in its name that is solely applicable to the Terminated Territory and to the Licensed Products that are the subject of an exclusive license grant in Section 12.7.2, as such Regulatory Approvals exists as of the effective date of such termination of this Agreement with respect to such Terminated Territory; provided, that AbbVie retains a license and right of reference under any Regulatory Approval transferred pursuant to this clause as necessary or reasonably useful for AbbVie to Commercialize Licensed Products in the Territory, Develop Licensed Products in support of such Commercialization, or Manufacture Licensed Products in support of such Development or Commercialization; (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) grant Ablynx a right of reference to all Regulatory Documentation then owned by AbbVie and in AbbVie’s name that are not transferred to Ablynx pursuant to clause (i) above that are necessary or reasonably useful for Ablynx, any of its Affiliates or sublicensees to Develop or Commercialize any Licensed Products that are the subject of the license grant in Section 12.7.2, as such Regulatory Documentation exists as of the effective date of such termination of this Agreement with respect to such Terminated Territory.

  • Client Agreement We are not required to enter into a written agreement complying with the Code relating to the services that are to be provided to you.

  • Services Agreement “Services Agreement” shall mean any present or future agreements, either written or oral, between Covered Entity and Business Associate under which Business Associate provides services to Covered Entity which involve the use or disclosure of Protected Health Information. The Services Agreement is amended by and incorporates the terms of this BA Agreement.

  • Consortium Agreement agreement regulating the rights and obligations of the Concessionaires regarding this Agreement.