Common use of Mail and Other Communications Clause in Contracts

Mail and Other Communications. (a) Following the Closing, Seller and its Affiliates may receive mail, packages and other communications (including electronic communications) properly belonging to the Company. Accordingly, at all times following the Closing, (a) the Company authorizes Seller and its Affiliates to receive and open all mail, packages and other communications received by it and not clearly intended for the Company or its Affiliates or any of the Company’s or its Affiliates’ officers or directors, and to retain the same to the extent that they are not related to the Business or the Program Assets, and (b) to the extent such mail, packages and other communications are related to the Business or the Program Assets, Seller shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications to the Company (or, in case the same relate to both the Business or the Program Assets and any Excluded Assets or any Excluded Liabilities, copies thereof). The provisions of this Section 5.20(a) are not intended to, and shall not be deemed to, constitute an authorization by the Company or its Affiliates to permit Seller to accept service of process on its behalf, and Seller is not and shall not be deemed to be the agent of the Company for service of process purposes. (b) Following the Closing, Buyer and the Company and their respective Affiliates may receive mail, packages and other communications (including electronic communications) properly belonging to Seller. Accordingly, at all times following the Closing, (a) Seller authorizes Buyer and the Company and their respective Affiliates to receive and open all mail, packages and other communications received by it and not clearly intended for the Seller or its Affiliates or any of Seller’s or its Affiliates’ officers or directors, and to retain the same to the extent that they are related to the Business or the Program Assets, and (b) to the extent such mail, packages and other communications are not related to the Business or the Program Assets, Buyer and the Company and their respective Affiliates shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications to Seller (or, in case the same relate to both the Business or the Program Assets and any Excluded Assets or any Excluded Liabilities, copies thereof). The provisions of this Section 5.20(b) are not intended to, and shall not be deemed to, constitute an authorization by Seller or its Affiliates to permit Buyer or the Company or their respective Affiliates to accept service of process on its behalf, and Buyer and the Company and their respective Affiliates are not and shall not be deemed to be the agent of Seller for service of process purposes.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Biohaven Research Ltd.), Membership Interest Purchase Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

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Mail and Other Communications. (a) Following the Closing, the Seller and its Affiliates Parties may receive mail, packages and other communications (including electronic communications) properly belonging to the CompanyBuyer and its Subsidiaries and Affiliates (including the Sold Companies and the Sold Subsidiaries), and vice versa. Accordingly, at all times following the Closing, : (ai) the Company Buyer authorizes the Seller and its Affiliates Parties to receive and open all mail, packages and other communications received by it them and not clearly intended for the Company or its Affiliates Buyer or any of the CompanyBuyer’s or its Affiliates’ officers or directors, and to retain the same to the extent that they are not related to the Business Business, the Sold Companies or the Program AssetsSold Subsidiaries, and (bii) to the extent such mail, packages and other communications are related to the Business Business, the Sold Companies or the Program AssetsSold Subsidiaries, the Seller Parties shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications to the Company Buyer (or, in case the same relate to both the Business Business, the Sold Companies or the Program Assets Sold Subsidiaries and any of Seller Parties or the Excluded Assets or any Excluded LiabilitiesBusinesses, copies thereof). The provisions of this Section 5.20(a9.11(a) are not intended to, and shall not be deemed to, constitute an authorization by the Company or its Affiliates Buyer to permit the Seller Parties to accept service of process on its behalf, and the Seller is not and shall not be deemed to be the agent of the Company Buyer for service of process purposes. (bi) Following the Closing, Seller Parties authorize the Buyer and the Company and their respective Affiliates may receive mail, packages and other communications (including electronic communications) properly belonging to Seller. Accordingly, at all times following the Closing, (a) Seller authorizes Buyer and the Company and their respective Affiliates to receive and open all mail, packages and other communications received by it the Buyer and not clearly intended for the Seller or its Affiliates Parties or any of Seller’s or its Affiliatesthe Seller Parties’ officers or directors, and to retain the same to the extent that they are not related to the Business Seller Parties or the Program AssetsExcluded Businesses, and (bii) to the extent such mail, packages and other communications are not related to the Business Seller Parties or the Program AssetsExcluded Businesses, the Buyer and the Company and their respective Affiliates shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications to the applicable Seller Parties (or, in case the same relate to both the Business Business, the Sold Companies or the Program Assets Sold Subsidiaries and any of the Seller Parties or the Excluded Assets or any Excluded LiabilitiesBusinesses, copies thereof). The provisions of this Section 5.20(b9.11(b) are not intended to, and shall not be deemed to, constitute an authorization by the Seller or its Affiliates Parties to permit the Buyer or the Company or their respective Affiliates to accept service of process on its behalf, and the Buyer and the Company and their respective Affiliates are is not and shall not be deemed to be the agent of the Seller Parties for service of process purposes.

Appears in 1 contract

Samples: Sale Agreement (Leidos Holdings, Inc.)

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Mail and Other Communications. (a) Following the Closing, Seller and its Affiliates may receive mail, packages and other communications (including electronic communications) intended for or properly belonging to the CompanyBuyer and its Affiliates. Accordingly, at all times following the Closing, (a) the Company Buyer authorizes Seller and its Affiliates to receive and open all mail, packages and other communications received by it and not clearly intended for the Company Buyer or its Affiliates or any of the CompanyBuyer’s or its Affiliates’ officers or directors, and to retain the same to the extent that they are not related to the Business Business, the Transferred Assets, the Transferred Subsidiaries or the Program Assets, Assumed Liabilities and (b) to the extent such mail, packages and other communications are related to the Business or the Program Transferred Assets, the Transferred Subsidiaries or the Assumed Liabilities, Seller shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications to the Company Buyer (or, in case the same relate to both the Business Business, the Transferred Assets, the Transferred Subsidiaries or the Program Assets Assumed Liabilities and any retained businesses or operations of Seller or any Seller Entity, Excluded Assets or any Excluded Liabilities, copies thereof). The provisions of this Section 5.20(a) 5.17 are not intended to, and shall not be deemed to, constitute an authorization by the Company Buyer or its Affiliates to permit Seller or any Seller Entity to accept service of process on its behalf, and Seller is not and shall not be deemed to be the agent of the Company for service of process purposes. (b) Following the Closing, Buyer and the Company and their respective Affiliates may receive mail, packages and other communications (including electronic communications) properly belonging to Seller. Accordingly, at all times following the Closing, (a) Seller authorizes Buyer and the Company and their respective Affiliates to receive and open all mail, packages and other communications received by it and not clearly intended for the Seller or its Affiliates or any of Seller’s or its Affiliates’ officers or directors, and to retain the same to the extent that they are related to the Business or the Program Assets, and (b) to the extent such mail, packages and other communications are not related to the Business or the Program Assets, Buyer and the Company and their respective Affiliates shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications to Seller (or, in case the same relate to both the Business or the Program Assets and any Excluded Assets or any Excluded Liabilities, copies thereof). The provisions of this Section 5.20(b) are not intended to, and shall not be deemed to, constitute an authorization by Seller or its Affiliates to permit Buyer or the Company or their respective Affiliates to accept service of process on its behalf, and Buyer and the Company and their respective Affiliates are not and shall not be deemed to be the agent of Seller Buyer for service of process purposes or any other purposes.

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)

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