Mixed Contracts Sample Clauses

Mixed Contracts. Except as may otherwise be agreed by the Parties and except as otherwise contemplated by any International Transition Period Agreement, in the case of a Mixed Contract, the Parties shall use commercially reasonable efforts to cause such Mixed Contract to be: (i) assigned in relevant part to AbbVie or an AbbVie Subsidiary (or to Abbott or an Abbott Subsidiary if the contracting party is a Transferred Entity) if so assignable; (ii) appropriately amended, prior to, on or after the Effective Time (or, in the case of a Mixed Contract that inures to the benefit or burden of both Abbott or an Abbott Subsidiary, on the one hand, and a Transferred Entity that shall be transferred to AbbVie or an AbbVie Subsidiary after the Effective Time as part of a local closing of a Deferred AbbVie Local Business under the terms of the applicable International Transition Period Agreement, on the other hand, on or after such local closing); or (iii) replaced or otherwise addressed with suitable arrangements, in either case so that each Party or their respective Subsidiaries shall be entitled to the rights and benefits and shall assume the related portion of any obligations and Liabilities inuring to their respective businesses; provided, however, that in no event shall either Party or its respective Subsidiaries be required to assign or amend any Mixed Contract in its entirety or to assign a portion of any Mixed Contract that is not assignable or cannot be amended by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled). If any Mixed Contract cannot be so partially assigned, or cannot be amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Mixed Contract and such Mixed Contract is not replaced or otherwise addressed with suitable arrangements, Xxxxxx and AbbVie shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: (A) the Assets associated with that portion of each Mixed Contract that relates to the AbbVie Business to be enjoyed by AbbVie or an AbbVie Subsidiary; (B) the Liabilities associated with that portion of each Mixed Contract that relates to the AbbVie Business to be borne by AbbVie or an AbbVie Subsidiary; (C) the Assets associated with that portion of each Mixed Contract that relates to the Abbott Business to be enjoyed by Abbott or an Abbott Subsidiar...

Mixed Contracts. Each Party will assign each Mixed Contract in whole or in part as set out on Schedule 2.06, to the other Party or another member of the other Party’s Group (as designated by that Party) before or as of the Distribution Time. The other Party will be entitled to the rights and benefits of each assigned Mixed Contract and will assume the related portion of any obligations thereunder and any Liabilities inuring to its businesses. If any Mixed Contract cannot be so partially assigned, Sprint and Embarq will, and will cause each member of their respective Groups to, take such other reasonable and permissible actions to cause: (a) the Assets associated with that portion of each Mixed Contract that relates to the Embarq Business to be enjoyed by Embarq or another member of the Embarq Group; (b) the Liabilities associated with that portion of each Mixed Contract that relates to the Embarq Business to be borne by Embarq or another member of the Embarq Group; (c) the Assets associated with that portion of each Mixed Contract that relates to the Sprint Business to be enjoyed by Sprint or another member of the Sprint Group; and (d) the Liabilities associated with that portion of each Mixed Contract that relates to the Sprint Business to be borne by Sprint or another member of the Sprint Group.

Mixed Contracts. Agreement for Inter-Institutional Transfer of Human Tissue Samples between The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University and Company dated March 22, 2011 • Agreement for Transfer of Human Tissue Samples between The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University and Company dated December 7, 2013 • Material Transfer Agreement (Assurance Form) for Human Cell Lines, Somatic Cell Hybrids, and DNA Samples between the Xxxxxxx Institute for Medical Research and Company dated January 29, 2014 THIS LICENSE AGREEMENT (the “Agreement”), is made as of May , 2014 (the “Effective Date”), by and between ImmuMetrix, Inc., a Delaware corporation (“Company”) having its principal offices at 0000 Xxxxxx Xxxxx, Palo Alto, CA 94304, and [NEWCO], a corporation organized under the laws of Delaware (“Newco”) having its principal offices at .

Mixed Contracts. Except as may otherwise be agreed by the parties in writing, any Contract (other than any Transferred Contract) to which BSC or any Seller is a party prior to the Closing, in each case, that inures to the benefit or burden of each of the Business and the BSC Other Businesses, including those Contracts listed on Schedule 5.23 of the Disclosure Schedule (a “Mixed Contract”), shall, to the extent commercially reasonable, be separated on or after the Closing so that each of the Purchaser and BSC shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses. If any Mixed Contract cannot be so separated, BSC and the Purchaser shall, and shall cause each of their respective Affiliates to, take such other commercially reasonable efforts to cause (i) the rights and benefits associated with that portion of each Mixed Contract that relates to the Business to be enjoyed by the Purchaser; (ii) the Liabilities associated with that portion of each Mixed Contract that relates to the Business to be borne by the Purchaser; (iii) the rights and benefits associated with that portion of each Mixed Contract that relates to the BSC Other Businesses to be enjoyed by BSC; and (iv) the Liabilities associated with that portion of each Mixed Contract that relates to the BSC Other Businesses to be borne by BSC. The costs of such separation shall be borne by the parties in proportion to the rights and benefits inuring to each of them under the Mixed Contract. Notwithstanding anything to the contrary contained herein, the Liabilities to be borne by the Purchaser under any Mixed Contracts hereunder shall not include and the Purchaser shall not assume or have any responsibility for, and BSC shall, and shall cause the Sellers to, retain and be responsible for paying, performing and discharging when due, any Excluded Liabilities set forth in Sections 2.02(b)(i) through (xiv).

Mixed Contracts. Seller shall, and shall cause each of the other Asset Sellers to, upon the request of Purchaser, use its and their commercially reasonable efforts to assist Purchaser in obtaining for the Acquired Assets and/or the Target Entities arrangements with the third parties to the Mixed Contracts similar in all material respects to those currently applicable under the Mixed Contracts. For the avoidance of doubt, Seller shall not be obligated to compromise any right, asset or benefit or to expend any amount or incur any Liability or provide any other consideration with regard to the Mixed Contracts pursuant to this Section 4.02.

Mixed Contracts. Section 3.01(k) of the Disclosure Schedule sets forth a list of all Contracts to which Seller or any of its Subsidiaries is a party prior to the Closing that inure to the benefit or burden of both the Business and the Asset Sellers, unrelated to the Business (a “Mixed Contract”).

Mixed Contracts. Subject to the terms and conditions of the Purchase Agreement, the Contracts listed on Schedule 13 attached hereto to the extent relating to the Turkey Business (the “Mixed Contracts”).

Mixed Contracts. (a) Buyer and Seller shall cooperate in good faith in (a) performing the Mixed Contracts, including without limitation taking all such precautions as may be reasonably necessary to avoid any breach of any such Mixed Contract, and (b) effecting operational separation of any Mixed Contract, including without limitation seeking customer agreement to separate contractual and billing arrangements. (b) Buyer shall use its best efforts to effect the assignment and delegation of that portion of the rights and obligations of the Mixed Contract identified on Schedule 4.12

Mixed Contracts. Subject to the terms and conditions of the Purchase Agreement, the Contracts listed on Schedule 13 attached hereto to the extent relating to the Turkey Business (the “Mixed Contracts”). EXHIBIT C Turkey Assumed Liabilities • All liabilities and obligations reflected in the Closing Turkey Working Capital Amount; • The obligations under the Turkey Contracts relating to periods from and after the Effective Time; • The obligations under the Mixed Contracts relating to periods from and after the Effective Time, to the extent related to the Turkey Business; • The Assumed Environmental Liabilities solely to the extent related to the Dedicated Turkey Locations; • Subject to Section 5(c) of this Agreement, Pre-Closing Contingent Liabilities to the extent excluded from Seller’s indemnity obligations as a result of the application of Section 16.4.2 of the Purchase Agreement; • Any other liability or obligation specifically assumed by Buyer pursuant to the terms of the Purchase Agreement to the extent related to the Turkey Business; • Any remaining expenditures, and any contracts, agreements and purchase orders relating to Approved Projects (as defined in the Acknowledgement Agreement dated August 16, 2006 by and between Seller and Smithfield, as amended (the “Acknowledgement Agreement”)) remaining at the time of Closing, to the extent related to the Turkey Business; • Any obligations (other than outstanding accounts payable) under the Open P.O.’s (as defined in the Acknowledgement Agreement) remaining at the time of Closing, to the extent related to the Turkey Business; and • The following matters:

Mixed Contracts. (a) The Buyer and the Seller shall cooperate in good faith in (a) performing the Mixed Contracts, including without limitation taking all such precautions as may be reasonably necessary to avoid any breach of any such Mixed Contract, and (b) effecting operational separation of any Mixed Contract, including without limitation seeking customer agreement to separate contractual and billing arrangements. If any party to a Mixed Contract that has the right to refuse to accept the assignment of the PRM portion of such Mixed Contract to the Buyer pursuant to this Agreement does so refuse, Seller shall subcontract to the Buyer the performance of the PRM portion of such Mixed Contract. In such a case, the Buyer shall, following the Closing, take all such actions as may be required to perform the Seller’s obligations under such Mixed Contract, including affording to the Seller at the Buyer’s expense such services and facilities as are required to enable Seller to perform such Mixed Contract if necessary, and the Buyer shall be entitled to all revenue and other benefits to be derived from the PRM portion of such Mixed Contract following Closing. (b) Buyer shall use its best efforts to effect the transfer of the Mixed Contract identified on Schedule 4.19 to Buyer or otherwise enter into substitutions therefore and otherwise perform its obligations thereunder. If after 90 days from the Closing Date, the Buyer and Seller have unsuccessfully arranged for the assignment of the PRM portion of such Mixed Contract to Buyer with the consent of the other party to such Mixed Contract and the Buyer and Seller have made a good faith effort to enter into a subcontracting arrangement, as described above, which fails to maintain the business with the party to such Mixed Contract substantially in the manner and size of such business prior to the Closing, in the Buyer’s sole discretion, the subcontract shall be terminated upon notice from the Buyer to Seller and a portion of the Escrowed Shares equal to the amount set forth on Schedule 4.19 for such Mixed Contract as of the date Buyer informs Seller of the termination of the relationship set forth in this Section 4.19 shall be returned to the Parent from the Escrow Fund.