Divested Entities. In the event that any Affiliate or any business division of Company or an Affiliate of Company is sold, in part or in whole, to a third party or otherwise elects to enter into a services agreement with Vendor (each a “Divested Entity”), and if such Divested Entity so requests, Vendor agrees to promptly enter into a services agreement with such Divested Entity that is functionally identical and equivalent to the terms and conditions of this Agreement.
Divested Entities. In the event that any Prudential Organization becomes a Divested Entity (as hereinafter defined), a copy of the terms and conditions of this Agreement along with any applicable Engagement Schedules hereto in whole or in part may be assigned and transferred without Vendor’s prior consent to the purchaser/transferee of the Divested Entity (the “Transferee”); provided Prudential shall remain obligated to perform all obligations of the Divested Entity under this Agreement unless Vendor has consented to the assignment or transfer and agreed to release Prudential from its obligations hereunder in writing. Vendor agrees not to unreasonably withhold or delay its consent. Thereafter, all rights and obligations of the Divested Entity under this Agreement and the relevant Engagement Schedules shall apply with full force and effect to the Transferee, and such Divested Entity, as of the effective date of the transfer, will have no additional liabilities or obligations thereunder. For purposes of this Agreement, a “Divested Entity” means any Prudential Organization that is sold in whole or in part, is merged, or transfers substantially all of its assets, to or with an unaffiliated third party or parties.
Divested Entities. Supplier shall, upon Customer's request and subject to the Divested Entity providing Supplier with reasonable assurances that it will pay all amounts due, provide all or part of the applicable Services to any Divested Entity for a period of three (3) years after the effective date of the sale or divestiture, on the same terms as the terms under which such Services are then being provided to Customer under the applicable Agreements.
Divested Entities. Notwithstanding anything to the contrary herein, if an Affiliate of Licensee; or a business unit of Licensee or its Affiliate, is sold or otherwise divested after the Effective Date (a “Divested Entity”), the Divested Entity shall cease to enjoy the benefit of the licenses and covenant not to assert under this Agreement. Licensee shall provide Licensors with written notice within sixty (60) days following the date of divestiture of any Affiliate or business unit that manufactured or Sold Licensed and Licensed Products at the time of divestiture. Upon Licensee’s written request, Licensors agree to grant a separate license to the Divested Entity under terms and conditions to be negotiated, but such agreement shall not extend to any Affiliates of the Divested Entity that are then engaged in litigation or other adversarial proceedings with any of Licensors.
Divested Entities. 22.1. Divested Entity means any business or undertaking which, at any time during the term of the licence granted by these Terms is, or becomes, an Affiliate and which, in the case of a company, then ceases to be an Affiliate, or, in the case of a business division or undertaking, ceases to be owned by You or any Affiliate
Divested Entities. If during the term of this Agreement Customer divests an entity which has been using the OnDemand Service as permitted hereunder (a “Divested Entity”), the Divested Entity shall be allowed to continue to use the OnDemand Service to the extent of its pre-divested use for no more than six (6) months after the date of divestiture, as long as Customer provides reasonable advance written notice to Questionmark and such Divested Entity agrees in writing to comply with the terms of this Agreement (including payment of Fees by Divested Entity if such post-divestment use has not been paid for by Customer). Notwithstanding the foregoing but without limiting any rights or remedies of Questionmark in respect of Divested Entity, Customer shall remain responsible to Questionmark for use of the OnDemand Service by Divested Entity. If any Divested Entity desires to use the OnDemand Service beyond such six (6) month period, then such Divested Entity must enter into a separate license agreement with Questionmark.
Divested Entities. If a Party hereto divests an Affiliate, subsidiary, division, business unit, or product line relating to the subject matter of this Agreement, upon providing written notice of such divestiture to the other Party hereto, such Divested Entity shall continue to have the licenses granted to such Affiliate or business unit under this Agreement, but only in connection with the products, components and services then offered by such Divested Entity and any new products, components and services based upon those then offered by the Divested Entity, provided that the continuing license to such Divested Entity with respect to such new products, components and services shall not expand the scope of the licenses granted under this Agreement and the divesting Party shall not be licensed to provide the products and services to the extent licensed to the Divested Entity. Further, no licenses under this Agreement are granted to any existing or separate products or services of any acquirer of any Divested Entity. Any Intellectual Property Rights of the Divested Entity to which licenses were granted to the other Party shall remain subject to such licenses.
Divested Entities. If any entity, or any division, business unit or department within an entity, ceases to qualify as an Affiliate of Company (each such entity, division, business unit or department, a “Former Affiliate”), then, by written notice to Supplier, if elected by Company, Supplier will, at no additional cost, for a period of twelve (12) months after the date on which the applicable Former Affiliate ceases to qualify as an Affiliate or such other period as otherwise mutually agreed by the Parties in writing continue to provide the same Services from the same Services Locations to such Former Affiliate under the terms and conditions of the applicable Statement of Work then in effect (including pricing) and this Agreement. For the purpose of calculating volume discounts, rebates and similar incentives that may be earned by the Company, all services provided hereunder will be consolidated with those provided to the Former Affiliate during such transitional period.
Divested Entities. If during the term of this Agreement Duke Energy in any manner divests any entity which is then a Party to the Agreement (a “Divested Entity”), the Divested Entity shall have the benefit of the Agreement and shall be allowed to continue to use the Software in its current capacity (for the specific software configuration in use at the time) for a period not to exceed six (6) months after the date of the divestiture so long as each such Divested Entity agrees in writing to abide by the terms of this Agreement. If any Divested Entity desires to have the benefit of the Agreement or use the Software beyond such six (6) month period, then such Divested Entity must enter into a separate license agreement with Ambient. If any Divested Entity elects not to continue to have the benefit of the Agreement and the use of the Software beyond such six (6) month period, all Software and related materials used by the Divested Entities must be returned to Ambient.
Divested Entities. In the event an Entity or unit of Client or the business or part of an Entity or unit of Client is sold or otherwise divested (the “Divested Entity”), Supplier shall, upon Client’s request, provide all or part of the Services to the Divested Entity (on the basis that the new owner of Divested Entity shall be deemed to fall within the definition of Client Contracting Party for the purposes of the Service Agreement) in accordance with Section 22.2 of Exhibit B to the MSA, to the extent that the Services will then be provided to such Divested Entity. In addition, Supplier shall provide to the Divested Entity any Termination Assistance Services which may be requested by the new owner of the Divested Entity. SERVICE AGREEMENT
