Separation of Contractual Arrangements Sample Clauses

Separation of Contractual Arrangements. (a) Weyerhaeuser and Newco shall in good faith negotiate and use commercially reasonable efforts to enter into a joint purchase agreement with respect to the Contracts that are set forth on Schedule 2.10(a). (b) Upon request of Newco after the Effective Time, Weyerhaeuser shall provide reasonable assistance to Newco, at Newco’s expense, so that Newco may, with respect to each Contract set forth on Schedule 2.10(b), either, at Newco’s election, (i) obtain a new Contract between any member of the Spinco Group and the third party to such Contract under terms and conditions acceptable to Newco, or (ii) benefit from such Contract as a partial assignee or sublessee thereunder.
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Separation of Contractual Arrangements. (a) On or prior to the Closing Date, to the extent that Buyer and Concentra mutually agree that the following is the best course of action with respect to each Common Contract, Buyer and Concentra shall use their reasonable best efforts to amend in a manner reasonably acceptable to, and approved in writing by Buyer and Concentra, all Contracts between or among (i) members of the Concentra Group and the CISI Group, on the one hand, and (ii) any other Person, on the other hand, that relate to both the Business and the Retained Business (the “Common Contracts”), including the Common Contracts set forth on Section 6.15 of the Concentra Disclosure Letter, so that, after the Closing Date, such Common Contracts shall be equitably apportioned between the Business and the Retained Business in the manner described on Section 6.15 of the Concentra Disclosure Letter, including, if commercially practicable, on substantially the same economic terms as such arrangements exist as of the Closing Date. (b) If, in the case of a Common Contract relating primarily to or used primarily in connection with the Retained Business, such amendments cannot be obtained, or if Concentra and Buyer mutually agree that an attempted amendment thereof would be ineffective or would adversely affect in a material respect the rights of Buyer or Concentra thereunder, Buyer and Concentra shall use their reasonable best efforts to negotiate a mutually acceptable arrangement under which (i) Buyer shall obtain the benefits and assume the obligations under such Common Contract to the extent relating to the Business, including by entering into sub-contracting, sub-licensing or sub-leasing arrangements for the benefit of Buyer, or (ii) Concentra shall enforce for the benefit of Buyer, with Buyer assuming Concentra’s obligations, any and all rights of Concentra against a third party thereto to the extent relating to the Business. (c) If, in the case of a Common Contract relating primarily to or used primarily in connection with the Business, such amendments cannot be obtained, or if Concentra and Buyer mutually agree that an attempted amendment thereof would be ineffective or would adversely affect in a material respect the rights of Concentra or Buyer thereunder, Concentra and Buyer shall use their reasonable best efforts to negotiate a mutually acceptable arrangement under which (i) Concentra shall obtain the benefits and assume the obligations under such Common Contract to the extent relating to the ...
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Separation of Contractual Arrangements. On or prior to the Closing Date and subject to the satisfaction or waiver of the conditions set forth in Article 6, Buyer and the Sellers shall use their reasonable best efforts to amend all material Contracts between or among (i) members of the Sellers Group, on the one hand, and (ii) any other Person, on the other hand (other than the contractual arrangements relating to the transactions contemplated hereby), that relate to both the Transferred Business and the Retained Business (the "Common Contracts"), including the Common Contracts set forth on Schedule 2.6(c) hereto, so that, after the Closing Date, such Common Contracts shall be equitably apportioned between the respective Businesses, including, if commercially practicable, on substantially the same economic terms as such arrangements exist as of the Closing Date. If, in the case of a Common Contract relating primarily to or used primarily in connection with the Transferred Business, such amendments cannot be obtained, or if an attempted amendment thereof would be ineffective or would adversely affect in a material respect the rights of Buyer or the Sellers thereunder, Buyer and the Sellers shall use their reasonable best efforts to negotiate a mutually acceptable arrangement under which (i) the Sellers shall obtain the benefits and assume the obligations under such Common Contract to the extent relating to the Retained Business, including by entering into sub-contracting, sub-licensing or sub-leasing arrangements for the benefit of the Sellers, or
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Related to Separation of Contractual Arrangements

  • Other Contractual Arrangements 8.1 Escrow Agent Not a Trustee The Escrow Agent accepts duties and responsibilities under this Agreement, and the escrow securities and any share certificates or other evidence of these securities, solely as a custodian, bailee and agent. No trust is intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as a trustee.

  • Transitional Arrangements 1. Subject to the provisions of paragraphs 2, 3 and 4, no Member shall be obliged to apply the provisions of this Agreement before the expiry of a general period of one year following the date of entry into force of the WTO Agreement. 2. A developing country Member is entitled to delay for a further period of four years the date of application, as defined in paragraph 1, of the provisions of this Agreement other than Articles 3, 4 and 5. 3. Any other Member which is in the process of transformation from a centrally-planned into a market, free-enterprise economy and which is undertaking structural reform of its intellectual property system and facing special problems in the preparation and implementation of intellectual property laws and regulations, may also benefit from a period of delay as foreseen in paragraph 2. 4. To the extent that a developing country Member is obliged by this Agreement to extend product patent protection to areas of technology not so protectable in its territory on the general date of application of this Agreement for that Member, as defined in paragraph 2, it may delay the application of the provisions on product patents of Section 5 of Part II to such areas of technology for an additional period of five years. 5. A Member availing itself of a transitional period under paragraphs 1, 2, 3 or 4 shall ensure that any changes in its laws, regulations and practice made during that period do not result in a lesser degree of consistency with the provisions of this Agreement.

  • SUPPLEMENTAL ARRANGEMENTS The Sub-Advisor may enter into arrangements with other persons affiliated with the Sub-Advisor or with unaffiliated third parties to better enable the Sub-Advisor to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Sub- Advisor, subject to written notification to and approval of the Manager and, where required by applicable law, the Board of Directors of the Fund.

  • Additional Arrangements The UVMP in Košice can offer to students, within its own accommodation capacities, an accommodation in its own facilities for the respective academic year. The accommodation fee and conditions of providing the accommodation are in full competence of the UVMP.

  • Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 47.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this Framework Agreement, it shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 47.3 The Authority may, at any time during the term of this Framework Agreement, request the Contractor to provide information which demonstrates how the Contractor complies with sub-clauses 47.1 and 47.2 above or why those clauses do not apply to it. 47.4 A request under sub-clause 47.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.

  • CONTRACTUAL AGREEMENT This Invitation for Bids shall be included and incorporated in the final contract or purchase order. The order of contract precedence will be the contract (purchase order), bid document, and response. Any and all legal actions associated with this Invitation for Bids and/or the resultant contract (purchase order) shall be governed by the laws of the State of Florida. Venue for any litigation involving this contract shall be the Ninth Circuit Court in and for Orange County, Florida.

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Special Arrangements Fees for activities of a non-recurring nature such as reorganizations, and/or preparation of special reports will be subject to negotiation.

  • Implementation Arrangements Institutional Arrangements

  • Financial Arrangements The Commonwealth will provide an estimated total financial contribution to the States of up to $9.5 billion (GST exclusive) in respect of this Agreement, as set out in Part 5 – Financial Arrangements.

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