Divestiture of Affiliates Sample Clauses

Divestiture of Affiliates. If Customer divests any Customer Affiliate or other operation or entity (other than a divestiture subject to Section 17.7) during the Term and Customer desires that Supplier continue to provide some or all of the Services for such Affiliate or other operation or entity, Supplier will continue to provide Customer and/or such divested Affiliate or other operation or entity with such Services if such divested Affiliate or other operation or entity (i) used the Services prior to being divested, and (ii) after being divested, uses essentially the same Services as before being divested, and otherwise does not require Supplier to modify its systems or processes used to perform and provide the Services by more than an immaterial amount. Supplier shall charge Customer for the continuing performance and delivery of such Services based on the existing charging methodologies for the Charges (subject to payment of any non-recurring transition or start-up activities specific to the divestiture and an equitable adjustment of the Charges for any other differences in the cost of delivery such as differences resulting from a different location from which the Services will be performed). Supplier shall provide the Services to any such divested Affiliate, operation or entity for a period specified by Customer within three (3) months after the divestiture that is not more than twenty-four (24) months following the effective date of such divestiture. Unless otherwise agreed by the Parties, Customer shall remain (A) the single point of contact with Supplier with respect to those Services provided to the divested Affiliate, and (B) fully responsible for the exercise of all rights and the performance of all obligations under this Agreement to the same extent as if the Affiliate had not been divested and the Services performed for Customer.
Sample 1
Divestiture of Affiliates. If any member of the Rxxxx Group divests any Affiliate or other operation or entity during the term of this Agreement and Rxxxx desires that Fidelity continue to provide the Services for such Affiliate or other operation or entity, Fidelity shall continue to provide Rxxxx and/or such divested Affiliate or other operation or entity with the Services if such divested Affiliate or other operation or entity (i) used the Services prior being divested, (ii) agrees in writing to be subject to the provisions of this Agreement that protect Fidelity’s intellectual property rights and (iii) satisfies the Qualifying Criteria, and Rxxxx pays the fees and expenses incurred by Fidelity to obtain any Required Consents with respect to continuing to provide the Services to such Affiliates or other operations or entity. Fidelity shall charge Rxxxx for the continuing performance and delivery of the Services allocable to such Affiliates or other operation or entity based on the existing formula and charging methodologies for the Charges, and may charge Rxxxx any additional regulatory operating fees payable by Fidelity with respect to the divested Affiliate or other operation or entity. Fidelity shall not be required to provide the Services to any such divested Affiliate, operation or entity for more than twelve (12) months following the effective date of such divestiture. Notwithstanding anything to the contrary, Rxxxx shall be fully responsible for the performance, nonperformance and obligations of any such divested Affiliate to the same extent as if such divested Affiliate were an Affiliate of Rxxxx or the Rxxxx Group.
Sample 1

Related to Divestiture of Affiliates

  • Use of Affiliates Merck shall have the right to exercise its rights and perform its obligations under this Agreement either itself or through any of its Affiliates.

  • Detrimental Activity (i) In consideration for the grant of Restricted Stock and in addition to any other remedies available to the Company, the Participant acknowledges and agrees that the Restricted Stock is subject to the provisions in the Plan regarding Detrimental Activity. If the Participant engages in any Detrimental Activity prior to, or during the one-year period after, any vesting of Restricted Stock, all unvested Restricted Stock shall be forfeited, without compensation, and the Committee shall be entitled to recover from the Participant (at any time within one year after such engagement in Detrimental Activity) an amount equal to the Fair Market Value as of the vesting date(s) of any Restricted Stock that had vested in the period referred to above. (ii) The restrictions regarding Detrimental Activity are necessary for the protection of the business and goodwill of the Company and are considered by the Participant to be reasonable for such purposes. Without intending to limit the legal or equitable remedies available in the Plan and in this Agreement, the Participant acknowledges that engaging in Detrimental Activity will cause the Company material irreparable injury for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such activity or threat thereof, the Company shall be entitled, in addition to the remedies provided under the Plan, to obtain from any court of competent jurisdiction a temporary restraining order or a preliminary or permanent injunction restraining the Participant from engaging in Detrimental Activity or such other relief as may be required to specifically enforce any of the covenants in the Plan and this Agreement without the necessity of posting a bond, and in the case of a temporary restraining order or a preliminary injunction, without having to prove special damages.

  • Permitted Terminations The Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances:

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Employment or Retention of Affiliates (a) Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the Partnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner determines to be fair and reasonable. (b) The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. (c) The Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as the General Partner deems are consistent with this Agreement and applicable law. (d) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are on terms that are fair and reasonable to the Partnership.

  • Business Activity As long as this Note shall remain outstanding, Maker shall make no change in its business activity that would make it or any of its business activities non-compliant with SBA regulations and guidelines.

  • Definition of Affiliate The term “Affiliate” shall mean an entity that is directly or indirectly owned, operated, or controlled by another entity.

  • Actions We May Take if You Engage in Any Restricted Activities If we believe that you’ve engaged in any of these activities, we may take a number of actions to protect PayPal, its customers and others at any time in our sole discretion. The actions we make take include, but are not limited to, the following: • Terminate this user agreement, limit your account, and/or close or suspend your account, immediately and without penalty to us; • Refuse to provide the PayPal services to you in the future; • At any time and without liability, suspend, limit or terminate your access to our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf, your PayPal account or any of the PayPal services, including limiting your ability to pay or send money with any of the payment methods linked to your PayPal account, restricting your ability to send money or make withdrawals; • Hold your money to the extent and for so long as reasonably needed to protect against the risk of liability. You acknowledge that, as a non-exhaustive guide: • PayPal’s risk of liability in respect of card-funded payments that you receive can last until the risk of a chargeback closing in favour of the payer/buyer (as determined by card scheme rules) has passed. This depends on certain factors, including, without limitation:

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “Change in Control” means any of the following events:

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.