Joint Purchasing Arrangements. (a) In the case of existing purchasing agreements that prior to the Distribution Date provide the AT&T Broadband Group and the AT&T Communications Group with volume discounts, subject to applicable law, the parties agree to use their respective reasonable best efforts so that, to the extent permitted under the terms of such existing agreements, after the Distribution Date, each Group shall continue to be able to make purchases and obtain the benefits of the volume discounts. In the case of any other such contracts, subject to applicable law, the parties will cooperate reasonably in seeking modifications to such contracts or alternative or substitute arrangements so that, to the extent practicable after the Distribution Date, each Group shall continue to be able to make purchases and obtain the benefits of the volume discounts. Notwithstanding the foregoing, but subject to the terms of any AT&T Broadband Contract or AT&T Communications Contract, none of AT&T, AT&T Broadband or their respective Subsidiaries shall be required to commit to any additional purchases or other obligations, make any payments or waive any rights in order to effect the foregoing. Each party hereby agrees to indemnify and hold harmless the other party, and if applicable, the other party's Subsidiaries, with respect to any losses or claims arising from such first party's, or such first party's Subsidiaries', own purchases, commitments or other obligations under any such contracts.
(b) Until December 31, 2003, subject to applicable law, the parties will use reasonable commercial efforts to cooperate with each other and, as applicable, with each other's Subsidiaries, to coordinate and combine their purchases in cases where they purchase common supplies or use the same supplier, in each case to the extent permitted by law from time to time. It is the intent of the parties that this coordination and cooperation will be focused on achieving more favorable pricing and terms for such supplies and from such suppliers by aggregating the combined purchases of the parties and their Subsidiaries. Notwithstanding the foregoing, no party shall be obligated to make, or cause its Subsidiaries to make, any specific purchases or to use any specific supplier except to the extent (i) it or one of its Subsidiaries has previously committed to make a specific purchase or to use a specific supplier, or (ii) subsequent to the date of this Agreement, it or one of its Subsidiaries makes a commitment for a specif...
Joint Purchasing Arrangements. (a) In the case of existing purchasing agreements that prior to the Redemption Date provide the members of the Wireless Group and the Parent Group with volume discounts, the parties agree to use their respective reasonable best efforts so that to the extent permitted under the terms of such existing agreements, after the Redemption Date, the members of each Group shall continue to be able to make purchases and obtain the benefits of the volume discounts. In the case of any other such contracts, the parties will cooperate reasonably in seeking modifications to such contracts or alternative or substitute arrangements so that to the extent practicable after the Redemption Date, the members of each Group shall continue to be able to make purchases and obtain the benefits of the volume discounts. Notwithstanding the foregoing, but subject to the terms of any Wireless Group
Joint Purchasing Arrangements. 24 2.10. Intellectual Property Matters......................................... 24 2.11.
Joint Purchasing Arrangements. 18 Section 6.7 St. Louis Marriott West........................................19 Section 6.8
Joint Purchasing Arrangements. In the case of existing purchasing agreements that prior to the Closing are associated with the Facility on the one hand, and Sellers’ other businesses and assets other than those constituting part of the Purchased Assets on the other hand, other than intercompany agreements, with volume discounts, subject to applicable Law, the parties agree to use their respective reasonable best efforts so that, to the extent permitted under the terms of such existing agreements, after the Closing, each of Purchaser on the one hand and Sellers on the other hand shall continue to be able to make purchases and obtain the benefits of the volume discounts. In the case of any such contracts, subject to applicable Law, the parties will cooperate reasonably in seeking modifications to such contracts or alternative or substitute arrangements so that, to the extent practicable after the Closing, each of Purchaser on the one hand and Sellers on the other hand shall continue to be able to make purchases and obtain the benefits of the volume discounts. Notwithstanding the foregoing, but subject to the terms of any existing contracts, none of Purchaser, Sellers or their respective Subsidiaries shall be required to commit to any additional purchases or other obligations, make any payments or waive any rights in order to effect the foregoing. Each party hereby agrees to indemnify and hold harmless the other party, and if applicable, the other party’s Subsidiaries, with respect to any losses or claims arising from such first party’s or such first party’s Subsidiaries’, own purchases, commitments or other obligations under any such contracts.
Joint Purchasing Arrangements. Interstate acknowledges that Patriot/Wyndham has entered into a Telecommunications Services Term Agreement with Sprint Communications Company L.P. and ASC Telecom, Inc. (as amended to date, the "Sprint Contract") and that the terms of the Sprint Contract were negotiated by Patriot/Wyndham in reliance in part upon use of telephone service under the Sprint Contract by the hotels operated by the Interstate Business. Interstate agrees that all hotels operated by the Interstate Business shall be subject to the terms of the Sprint Contract until [OCTOBER 1, 2001]; provided, however, that if Interstate is requested by a third-party owner to cancel such Sprint Contract with respect to such owner's hotel(s) (and such owner has the right to do so under the relevant management contract), then Interstate or its subsidiary may terminate such contract with respect to such hotel(s) (without payment of any penalty or fee). Other than the Sprint Contract, there shall be no cost-sharing, joint purchasing or other material contractual relationships between Patriot/Wyndham and Interstate or the LLC following the Distribution
Joint Purchasing Arrangements. Interstate acknowledges that Patriot/Wyndham has entered into a Telecommunications Services Term Agreement with Sprint Communications Company L.P. and ASC Telecom, Inc. (as amended to date, the "Sprint Contract") and that the terms of the Sprint Contract were negotiated by Patriot/Wyndham in reliance in part upon use of telephone service under the Sprint Contract by the hotels operated by the Interstate Business. Interstate agrees that all hotels operated by the Interstate Business shall be subject to the terms of the Sprint Contract until October 1, 2001; provided, however, that if Interstate is requested by a third-party owner to cancel such Sprint Contract with respect to such owner's hotel(s) (and such owner has the right to do so under the relevant management contract), then Interstate or its subsidiary may terminate such contract with respect to such hotel(s) (without payment of any penalty or fee). Other than the Sprint Contract, there shall be no cost-sharing, joint purchasing or other material contractual relationships between Patriot/Wyndham and Interstate or the LLC following the Distribution Date other than (i) an equity interest in Interstate and the LLC, (ii) a seat on the board of directors of Interstate and (iii) the ownership by Patriot/Wyndham of certain hotels managed by the LLC. In accordance with the respective Management Agreements, Patriot/Wyndham may bind any of the hotels owned by them and managed by Interstate (or its subsidiaries) with any global or master purchasing contracts. With the exception of the Sprint Contract, all other Patriot/Wyndham purchasing or similar contracts with respect to the hotels operated by the Interstate Business are terminable by Interstate and the LLC, and neither Interstate nor the LLC shall have any liability or obligation in respect of any of Patriot/Wyndham's purchasing or similar contracts, whether such contracts were entered into before or after the Distribution Date.
