Separate IT Agreements Sample Clauses

Separate IT Agreements. To the extent that third party services or use of third party IT Systems benefit both the Business, on the one hand, and the Seller or its Affiliates non-Business operations, on the other hand (the "Shared Agreements"), the Seller shall provide all reasonably necessary and appropriate information about the Shared Agreements and the software products and services provided thereunder, and otherwise offer prompt assistance to the Purchaser both prior to and after the Closing Date, in order for the Purchaser to obtain new agreements with such third party vendors for the services and IT Systems which are the subject to the Shared Agreements having terms such that the Purchaser will enjoy and have use of the same software, products, services and IT Systems in substantially the same volume, manner and scope as the Business enjoyed or used under the Shared Agreements the "Separate IT Agreements"). The payment of all fees and costs under the Separate IT Agreements charged to or incurred by the Purchaser shall be allocated pursuant to the procedures set forth in Section 5.17; provided, however, that (i) the Purchaser shall be responsible for any costs or fees attributable to the future ongoing provision of goods, services or other benefits, such as maintenance and support services, under any of the Separate IT Agreements, (ii) in no event shall the Seller pay any costs or fees relating to the integration and/or implementation of any IT Systems which are the subject of the Separate IT Agreements or, with the exception of the migration or conversion of data from the Seller's Oracle system to the Purchaser's Oracle system, any costs or fees relating to the migration or conversion of data from the IT Systems which are the subject of the Shared Agreements to Purchaser's systems, (iii) the Seller shall not pay any costs of the server licenses under the Separate IT Agreement with Oracle Corporation and (iv) the Seller shall not pay any costs for hardware in connection with the Purchaser's Oracle system or any IT Systems which are the subject of the Separate IT Agreements. For the avoidance of doubt, the costs and fees described in subsections (i), (ii), (iii) and (iv) are excluded from IP/IT Costs (subject to the exception in (ii)).
Sample 1
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Related to Separate IT Agreements

  • Separate Agreements All uses of an E-System shall be governed by and subject to, in addition to Section 9.2 and this Section 9.3, the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and privacy policy as may be updated from time to time, including on such E-System) and related Contractual Obligations executed by Agent and Credit Parties in connection with the use of such E-System.

  • Separate Agreement The parties hereto acknowledge that certain provisions of the Investment Company Act, in effect, treat each series of shares of an investment company as a separate investment company. Accordingly, the parties hereto hereby acknowledge and agree that, to the extent deemed appropriate and consistent with the Investment Company Act, this Agreement shall be deemed to constitute a separate agreement between the Investment Manager and each Fund.

  • Tax Agreements The Company is not a party to or bound by any tax sharing agreement, tax indemnity obligation or similar agreement with respect to Taxes, including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority.

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Service Agreements Manager shall negotiate and execute on behalf of Owner such agreements which Manager deems necessary or advisable for the furnishing of utilities, services, concessions and supplies, for the maintenance, repair and operation of the Property and such other agreements which may benefit the Property or be incidental to the matters for which Manager is responsible hereunder.

  • Execution; No Inconsistent Agreements; Etc (a) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly and validly authorized and approved by Buyer and this Agreement is a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by bankruptcy or similar laws affecting the enforcement of creditors' rights generally, and the availability of equitable remedies.

  • Retention Agreements The parties agree and acknowledge that the obligations due to each of Xxxx Xxxxxx, Xxx Xxxx, Xxxx Xxxxx, Xxx Xxxxx and Xxxxxx X. Xxxxxxxxxx pursuant to the Retention Agreements shall not be due and payable until such amounts are due under such Retention Agreements and that, notwithstanding the foregoing, such amounts shall be deducted from the Aggregate Merger Consideration at the Closing as Company Transaction Expenses and paid by the Surviving Corporation when due under the Retention Agreements. Parent agrees to cause the Surviving Corporation to transmit any amounts deducted from the Effective Date Aggregate Merger Consideration with respect to the Retention Agreements that, after the Closing, no longer will become due or payable in accordance with the terms of the Retention Agreements as determined in good faith by the Surviving Corporation, plus an amount equal to three and 15/100 percent (3.15%) interest compounding annually on the obligations due pursuant to the Retention Agreements (collectively, the “Unused Retention Amount”) to the Stockholders’ Representative for distribution to the Stockholders.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

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