Retained Contracts Sample Clauses

Retained Contracts. Non-Exclusive Biological Material License Agreement by and between American Type Culture Collection (ATCC) and Biogen MA Inc., effective August 12, 2015 (the “ATCC Agreement”).

Retained Contracts. Amended and Restated Exclusive License Agreement The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University and Company dated January 27, 2014 • Notice of Award from National Heart, Lung, and Blood Institute to Company dated August 7, 2013, revised March 4, 2014 • Institutional Review Board Authorization Agreement between Western Institutional Review Boards and Company dated December 11, 2013 • 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 • 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 • Agreement for Transfer of Human Tissue Samples between The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University and Company dated January 29, 2014 • 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 between Company and Emory University dated June 25, 2012 • Contract for Custom Wordpress Website Development between Company and bkmacdaddy designs dated August 1, 2012 • Work Order Number Immu-Alpha-01 between Compassites Software Solutions Pvt Ltd and Company dated May 28, 2011 • Nondisclosure Agreement between Company and Cloudera dated February 22, 2013 • Quote for Services letter from Company to University of Texas at Austin dated September 20, 2012 • Scientific Collaboration Agreement between Company and Fluidigm Corporation dated February 25, 2011, as amended February 22, 2012 • Sponsored Research Agreement between Molecular Medicine Research Institute and Company dated April 18, 2011, as amended June 1, 2011, June 20, 2011, December 1, 2011, February 1, 2012, February 1, 2012, June 25, 2012, December 1, 2012, and January 1, 2013 • Agreement for Services Related to Blood Components for In-Vitro Investigational Use between Company and Stanford Blood Center dated February 3, 2014 • Agreement for Services Related to Blood Components for In-Vitro Investigational Use between Company and Stanford Blood Center dated July 21, 2011 • Customer Service Agreement between Company and TriNet HR Corporation dated May 16, 2011, as amended May 10, 2011 and TriNet Services Requisition Form between Company and TriNet HR Corporation dated August 30, 2013 • Each Retained CDA SpeedVac B...

Retained Contracts. All Retained Contracts are in good standing and Seller has not taken any actions (or omitted or failed to take any actions) which would result in a breach of any of such Retained Contracts.

Retained Contracts. Seller is currently a party to the service and maintenance contracts described on Schedule 11.1(c) attached hereto and made apart hereof (the “Retained Contracts”). Seller agrees to terminate the Retained Contracts and any other service contracts in effect with respect to the Property, other than the Service Contracts, on or before the expiration of the Lease. The provisions of this Section 8 shall survive the Closing.

Retained Contracts. The parties acknowledge that Seller and/or its Subsidiaries are parties to Contracts that are not being assigned to Buyer hereunder at the Closing that contain non-disclosure, non-solicitation, non-competition, assignment of inventions and/or similar provisions (each, a “Restrictive Provision”) in favor of, or that benefit, in whole or in part, the Business (collectively, the “Retained Business Contracts”). For a period of three (3) years after the Closing, (i) upon the request of Buyer, Seller shall provide copies of all Retained Business Contracts to Buyer and (ii) if Buyer or Seller discovers a breach of any Restrictive Provision by a Person subject to such Restrictive Provision (Seller shall provide written notice to Buyer of any such breach promptly after its discovery thereof), Seller shall, or shall cause its Subsidiaries to, upon the written request of Buyer, assign to Buyer any rights under such Restrictive Provision without further consideration; provided, however, that any such assignment need not be exclusive unless failure of such assignment to be exclusive would impair Buyer’s rights under such Restrictive Provision following such assignment; and provided, further, if in the judgment of Buyer any such assignment would constitute a breach thereof or would be ineffective, would affect adversely the rights of Buyer under such Restrictive Provision or would violate or be unenforceable under any applicable Law, then Seller shall, and shall cause its Subsidiaries to, (A) use commercially reasonable efforts to obtain any requisite consent to assignment if requested by Buyer and (B) if such consent is not obtained or if Buyer elects not to have such Restrictive Provision assigned for any of the reasons set forth in the foregoing proviso, take any and all commercially reasonable action necessary to enforce such Restrictive Provision on behalf of Buyer at the direction and cost of Buyer. If Seller or any of its Subsidiaries is required to enforce a Restrictive Provision in accordance with the foregoing clause (B), the parties shall work in good faith to establish reasonable processes governing the obligations of Seller and the cooperation between the parties with respect thereto.

Retained Contracts. None (d)

Retained Contracts. 7.1 The Council shall remain the contracting party to the Retained Contracts set out in Schedule 2 (Retained Contracts). 7.2 The Parties acknowledge that the Trust will continue to benefit from the Retained Contracts. 7.3 The Council shall apportion a percentage of the annual cost of the Retained Contract to the Trust. The apportionment of costs shall be based on the Trust’s use and/or benefit of the Retained Contracts. Any dispute relating to the amount of the apportionment shall be referred to the Dispute Procedure. 7.4 The costs of the Retained Contracts shall be dealt with by an adjustment to the Service Fee payable by the Council to the Trust or, if otherwise agreed between the Parties, a direct payment by the Trust to the Council. The costs shall be subject to VAT. 7.5 In the event that the Trust is making a direct payment to the Council for the costs of these Retained Contracts, the Council shall specify the payment terms and the Trust shall comply with any such payment terms. 7.6 The parties shall review the Retained Contracts generally as part of the Annual Service Delivery Plan Review Process to ensure that the Retained Contracts continue to represent value for money for both parties.

Retained Contracts. 16 5.7 Marketing....................................................................16 5.8

Retained Contracts. Either VHA or UHC may at any time elect to put their respective Retained Contracts on the Novation Marketplace. If the posting on the Novation Marketplace is merely informational and Members are not able to purchase, rent or lease Products covered by such Retained Contracts through the Marketplaces, no fees shall be paid for such posting. If during the Term, Novation Signs-up the Suppliers under such Retained Contracts, such contracts shall then become subject to Section 8.

Retained Contracts. Prior to the Closing, Seller will cause ASI, at its own expense, to effect a transfer of all (i) reinsurance agreements set forth on Schedule 4.08 between ASRE and ASI and its Affiliates (the “Retained Contracts”) and (ii) any additional reinsurance agreements between ASRE and ASI and its Affiliates not set forth on Schedule 4.08 identified by Buyer after the date hereof, to an Affiliate of Seller through an assignment, novation, commutation or other legal mechanism in a form reasonably acceptable to Buyer. In connection with such assignment or novation, Seller will undertake a customary actuarial analysis of the Retained Contracts to determine the price that a third party would pay on an arms’-length basis for the assumption of the Retained Contracts (the “Consideration”) and ASRE will transfer cash, cash equivalents or readily marketable securities acceptable to Seller and Buyer in an amount equal to the Consideration to the Affiliate of Seller.