Management of Third Party Contracts. Flextronics shall be responsible for managing applicable third party vendors as set forth in Exhibit 1 in order to provide Repair Services under this Agreement.
5.3.1 Where Nortel Networks has financial obligations in connection with contracts or other agreements relating to assets, inventory, facilities or services to which Nortel Networks is a party for the performance of Repair Services contemplated under this Agreement with a third party and in the event that Flextronics pursuant to such contracts or other agreements becomes liable to discharge the financial obligations contained therein to any third party due to a mutual decision by the Parties to terminate the relevant contract or other documented agreement, then Nortel Networks shall have an obligation to pay Flextronics a sum equal to the financial obligation required to be discharged by Flextronics. Any sums due and not recovered under this Section may be recovered by Flextronics from Nortel Networks as a debt. The parties hereby intend that this obligation shall survive the termination of this Agreement and will remain in effect until fulfilled.
Management of Third Party Contracts. Fxxxxxxxxxx agrees that pursuant to the terms of the Asset Purchase Agreement, Nortel Networks will assign to it and Flextronics will assume all performance and financial obligations in connection with all contracts or other documented agreements relating to assets, facilities or Services to which Nortel Networks is a party and which contracts or other documented agreements relate to the delivery of the Services. However, this Agreement shall not constitute an agreement to assign any contracts or other documented agreements if any assignment or attempted assignment of the same without the consent of the other party would (i) constitute a breach thereof or otherwise not be permitted under applicable law or environmental law, (ii) increase any obligation of Nortel Networks thereunder, or (iii) create any additional obligation of Nortel Networks thereunder (the “Non-Assignable Contracts”), such Non-Assignable Contracts being those contracts listed in Exhibit “4”. Nortel Networks shall, prior to and after the Effective Date, use its commercially reasonable efforts (it being understood that such efforts shall not include any requirement of Nortel Networks or any of its Affiliates to pay money, commence any litigation, or offer or grant any accommodation, financial or otherwise, to any third party), and Flextronics shall cooperate in all reasonable respects with Nortel Networks to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to convey any Non-Assignable Contracts to Flextronics. If any such Non-Assignable Contracts are not able to be assigned or transferred (whether because a consent in respect of any Non-Assignable Contracts could not be obtained or otherwise), (i) Nortel Networks shall use its commercially reasonable efforts (it being understood that such efforts shall not include any requirement of Nortel Networks or any of its Affiliates to pay money, commence litigation, or offer or grant any accommodation, financial or otherwise, to any third party) to provide or cause to be provided to Flextronics, to the extent permitted by applicable law or environmental law, the benefits of any such Non-Assignable Contracts; (ii) Nortel Networks shall (to the extent Flextronics has undertaken the responsibilities thereunder) promptly pay or cause to be paid to Flextronics all monies received by Nortel Networks or any of its Affiliates with respect to any such Non-Assignable Contracts; (iii) Flextronics shall ...
Management of Third Party Contracts. 4.3.1 Facility Operator shall arrange for, enter into and manage the Facility Agreements after the Commencement Date. The Facility Agreements shall be entered into in the name of Facility Owner and shall be for the benefit of Facility Owner and the Power Facility. Facility Owner and the Facility Operator will agree on procedures whereby Facility Owner will have an opportunity to review and approve material Facility Agreements prior to their execution. For purposes of these Operations Provisions, a "material" Facility Agreement is one providing for the purchase of goods, materials or Services in excess of $50,000.
4.3.2 Facility Operator shall not enter into a Facility Agreement with an affiliate of the Facility Operator in connection with the Services described in this Section 4 unless the terms of any such Facility Agreement are in accordance with normal commercial practice, at arm's length and on such terms as would be appropriate if the Facility Agreement had been entered into with a Person other than an affiliate of the Facility Operator. All such Facility Agreements shall be submitted to Facility Owner for its prior written approval.
