Master Service Agreements. Seller agrees (a) reasonably promptly after the date hereof, to use reasonable efforts to provide Buyer with (i) a list of all service providers (individually, a “Service Provider” and collectively, the “Service Providers”) who have, to the Knowledge of Seller, provided services to any of the Acquired Companies during 2013 pursuant to any master service agreements, master vessel agreements, flight service agreements, drilling agreements, consulting agreements, similar service agreements or related purchase orders (individually, an “MSA” and collectively the “MSAs”) and (ii) the names and contact information for the primary representative for each Service Provider and (b) to reasonably cooperate with Buyer and its representatives for purposes of this Section 6.18. Buyer shall have the right to contact each Service Provider for the purpose of coordinating the transition of the MSA for such Service Provider to a form of agreement used by Buyer, subject to, and effective as of, the Closing. To the extent that any MSA used by the Acquired Companies has been entered into by Seller or an Affiliate of Seller other than the Acquired Companies, and which is not assigned to the Acquired Companies at Closing, Seller and Buyer will reasonably cooperate to cause the services being provided to the Acquired Companies under such MSA to be transitioned to an agreement with the respective Acquired Company or Buyer at the Closing, using Buyer’s form of agreement, or to put in place reasonable arrangements for the Acquired Companies to continue to have the right to all services thereunder for work or purchase orders that are ongoing at the Closing Date, at the cost and expense of the Acquired Companies. Seller agrees that Buyer may also request each Service Provider to acknowledge that any existing purchase orders of the Acquired Companies will be transitioned to Buyer’s form of agreement at the Closing and that all purchase orders after the Closing with such Service Provider shall be made under Buyer’s form of agreement.
Master Service Agreements. All Master Service Agreements with customers of the Business listed on SCHEDULE 2.1(I), to the extent assignable.
Master Service Agreements. Schedule 3.5, Part II contains a complete list, as of April 1, 2007, of the Master Service Agreements to which either the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound. With respect to the Master Service Agreements: (i) to the knowledge of Shareholder and the Company, all Master Service Agreements are in effect and have not expired or terminated; (ii) to the knowledge of the Shareholder and the Company, neither the Company nor the Subsidiary is in material breach or material default, and there has occurred no event, fact, or circumstance that, with the lapse of time or the giving of notice, or both, would constitute such a material breach or material default by the Company or the Subsidiary, with respect to the terms of any Master Service Agreement; (iii) to the knowledge of Shareholder and the Company, no other party is in material breach or material default with respect to the terms of any Master Service Agreement; and (iv) neither the Company nor the Subsidiary nor, to the knowledge of Shareholder and the Company, any other party to any Master Service Agreement has given written notice of any action to terminate, cancel, rescind, or procure a judicial reformation of any Master Service Agreement or any provision thereof.
Master Service Agreements. The Parties acknowledge that Service Provider is not conveying any of its master services agreements to the Owner Group pursuant to the Transaction Agreements. After the Closing Date, subject to the terms of this Agreement, Service Provider shall be permitted to contract for Services with Third Party vendors through its master services agreements. Service Provider shall use commercially reasonable efforts, in the ordinary course of business, to enter into master services agreements with all vendors in the name of the Owner Group. Once any such master services agreement is in place, Service Provider shall thereafter contract for Services with the applicable Third Party vendor under the Owner Group’s master services agreement.
Master Service Agreements. After the Closing Date and prior to the Transition Date, if requested by Buyer, RNR shall use commercially reasonable efforts to assign to Buyer or its Affiliate any master service agreements to which RNR is a party and which relate solely to the Assets. For the avoidance of doubt, Buyer acknowledges that this covenant does not apply to any master service agreements which relate to assets that do not constitute Assets, even if such master service agreement also relates to Assets.
Master Service Agreements
