Shared Agreements. (i) Exhibit I attached hereto contains a list of certain third party agreements with Tenneco Business Services, Inc. under or through which both the Automotive Group and Packaging Group has obtained or does obtain goods or services. Of these third party agreements, those listed in Section 1 of Exhibit I have been modified to provide that Tenneco and Packaging may each order, receive and pay for the goods and services to which such agreements apply for its respective Group as if each company had a separate contract. The third-party agreements listed in Section 2 of Exhibit I will be administered by Packaging or one of its Subsidiaries after the Distribution and the allocated costs for such goods or services will be billed to and paid by Tenneco on a recurring basis.
(ii) Except with respect to the 1996 Agreements and the agreements listed on Exhibit I hereto, and subject to the provisions of Section 5.08 below, any agreement to which any party hereto (or any other member of such party's Group) is a party that inures to the benefit of or relates to the Automotive Business and the Packaging Business, but that is not a Packaging Asset or otherwise the subject of this Agreement or any Ancillary Agreement, shall be assigned in part, at the expense and risk of the Assignee (as defined herein), on or prior to the Distribution Date or as soon as reasonably practicable thereafter, so that each party (or such other member of such party's Group) shall be entitled to the rights and benefits inuring to its business under such agreement.
Shared Agreements. (a) The parties acknowledge and understand that (i) all Rockwell Science Center Shared Agreements that relate to the Rockwell Automation Business and (ii) all Rockwell Collxxx Xxxred Agreements shall constitute Rockwell Automation Assets, except that, with respect to Shared Agreements relating to Unrelated Former Businesses, Rockwell Collxxx xxxl have the rights described in paragraph (c)(i) of the definition of "Rockwell Collxxx Xxxets" and Rockwell Science Center will have the rights described in paragraph (c)(i) of the definition of "Rockwell Science Center Assets". All Rockwell Science Center Shared Agreements that do not relate to the Rockwell Automation Business will constitute (i) Rockwell Collxxx Xxxets if they relate primarily to the Rockwell Collxxx Xxxiness and (ii) Rockwell Science Center Assets if they relate primarily to the Rockwell Science Center Business. No member of any Group will extend or amend any Shared Agreement after the Time of Distribution unless it is the owner of the Shared Agreement.
(b) The parties agree as follows with respect to Strategic Sourcing Agreements:
(i) For so long as any member of the Rockwell Automation Group derives any benefit under any Strategic Sourcing Agreement following the Time of Distribution (including the ability to continue to make purchases on the terms set forth in the Strategic Sourcing Agreement) as a result of purchases by members of the Rockwell Collxxx Xxxup or the Rockwell Science Center Group, as the case may be, then Rockwell Collxxx xx Rockwell Science Center, as the case may be, will use reasonable best efforts to, and will cause the other members of the Rockwell Collxxx Xxxup or the Rockwell Science Center Group, as the case may be, to use reasonable best efforts to, continue to make purchases under such Strategic Sourcing Agreement in accordance with the terms thereof.
Shared Agreements. Agreements which pertain in part (but not predominantly) to the Carve-Out Business and in part to any other business unit or other business activity of Ashland, SC or any of their Affiliates shall not form part of the Carve-Out Business. The same shall apply to software licenses, services, business applications or hardware and network components which are not exclusively or predominantly used by the Carve-Out Business and which shall therefore also not form part of the Carve-Out Business, but will, to the extent possible and permissible, be provided to the respective Transferee on the basis of the Ancillary Agreements (as defined in the Master Formation Agreement).
Shared Agreements. 36 SECTION 3.04 Intercompany Accounts and Arrangements..................... 37 SECTION 3.05
Shared Agreements. As we continue to navigate the ever-changing circumstances related to COVID-19’s impact on our schools, the Highline Education Association (HEA) and Highline School District (HSD) continue to develop shared agreements in various forms as new challenges and transitions arise that are not fully addressed either under the existing Collective Bargaining Agreement (CBA) or the Memorandum of Understanding on Reopening Schools (MOU) or other formal documentation. These shared agreements are documented in various ways, including direct communications to impacted staff, weekly admin packets, and more formal documents such as this one and our Elementary MOU Addendum.
Shared Agreements. To the extent applicable to the Seller, the Seller agrees to be bound by and to comply with Section 6.16 of the Global APA, mutatis mutandis, as if it had been fully set forth herein.
Shared Agreements. From the Effective Date until the Closing, or the earlier termination of this Agreement in accordance with its terms, the Sellers shall, and shall cause their Affiliates to, use their reasonable best efforts to take, or to cause to be taken, such actions as are necessary, proper or advisable, to cause the counterparties to those Contracts listed on Schedule 6.16 (the “Shared Contracts”) to agree to enter into a partial assignment, modification or amendment of each such Shared Contract, or a new Contract, as applicable, with the Buyer and the Sellers for purposes of splitting the scope of each such Shared Contract into matters related to the Business and matters related to the businesses to be retained by the Sellers and their Affiliates, and the Buyer shall reasonably cooperate with the Sellers with respect thereto and in furtherance thereof. The terms and conditions of any Contract or arrangement applicable to the Business to be entered into pursuant to this Section 6.16 shall be reasonably acceptable to the Buyer (which shall be deemed to be the case if the new Contract to be entered into for the Business is, or any partial assignment, modification or amendment results in the Buyer taking assignment of a Contract that is, substantially the same as (a) the terms and conditions of a Shared Contract as it existed prior to the Closing, subject to appropriate modifications reasonably related to narrowing the scope of the new Contract to the Business, or (b) the Sellers’ standard form of such Contract as in effect as of the Effective Date). In the event that the Sellers are not able to obtain any such new Contract, or any partial assignment, modification or amendment of any Shared Contract, then the Buyer and the Sellers shall cause the Transition Services Agreement to include, as a service, for such time as is reasonably necessary for the Buyer to obtain a new Contract with any such counterparty for matters relating to the Business, either (i) the products and services provided under such Contract or (ii) reasonable alternative arrangements (including through subcontracting or sublicensing such Assumed Contract, in whole or in part) which permit the Buyer and its Affiliates to continue operating the Business in substantially the same manner as conducted as of the Effective Date and which provide the Buyer and its Affiliates with the economic and operational equivalent of the transfer of such Shared Contract (or the applicable portion thereof that relates to t...
Shared Agreements. (a) The parties acknowledge and understand that (i) all Rockwell Science Center Shared Agreements that relate to the Rockwell Automation Business and (ii) all Rockwell Collxxx Xxxred Agreements shall constitute Rockwell Automation Assets, except that, with respect to Shared Agreements relating to Unrelated Former Businesses, Rockwell Collxxx xxxl have the rights described in paragraph (c)(i) of the definition of "Rockwell Collxxx Xxxets" and Rockwell Science Center will have the rights described in paragraph (c)(i) of the definition of "Rockwell Science Center Assets". All Rockwell Science Center Shared Agreements that do not relate to the Rockwell Automation Business will constitute (i) Rockwell Collxxx Xxxets if they relate primarily to the Rockwell Collxxx Xxxiness and (ii) Rockwell Science Center Assets if they relate primarily to the Rockwell Science Center Business. No member of any Group will extend or amend any Shared Agreement after the Time of Distribution unless it is the owner of the Shared Agreement.
(b) The parties acknowledge and understand that (i) all Liabilities in respect of Shared Agreements based upon, arising out of or relating to the Rockwell Automation Business shall constitute Rockwell Automation Liabilities, (ii) all Liabilities in respect of Shared
Shared Agreements. 1. The Seller is a party to certain agreements that are used in part in the business of the Company (each, a “Shared Agreement”). The Seller shall retain the Shared Agreements and shall provide the following Transition Services to the Company in connection with each Shared Agreement until the earliest to occur of (i) the first anniversary of the Closing Date, (ii) the date on which the Company terminates the Transition Services in connection with such Shared Agreement pursuant to this Agreement, or (iii) the expiration or termination of such Shared Agreement in accordance with its terms. The Company will use commercially reasonable efforts to enter into agreements between the Company and the counterparties to each Shared Agreement, and will thereafter terminate the Transition Services with respect to such Shared Agreement, as soon as reasonably practicable after the Closing. Such efforts will include, at the request of the Seller, the delivery promptly after the Closing of a joint notice to distributors and sales representatives regarding the sale of the business of the Company and requesting such distributors and sales representatives to enter into an agreement with the Company to continue to distribute or sell the Company’s products.
2. Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and its Affiliates (each, an “Indemnified Party”) from and against any and all Damages incurred in connection with: (i) failure by the Indemnifying Party to account for or pay over any payments or deliver any invoices in accordance with the terms and conditions set forth in this Section IV of Schedule A; or (ii) a Proceeding by any third party arising from (a) the Indemnifying Party’s breach of a term or condition of a Shared Agreement (or, in the case of the Company if the Company is not a party to the Shared Agreement, an action or omission that causes the Seller to be in breach of a term or condition of a Shared Agreement), (b) a defect or alleged defect in any products or services of the Indemnifying Party sold or distributed through the Shared Agreement, or (c) the infringement or misappropriation, or alleged infringement or misappropriation, of a third party’s patent, copyright, trademark, trade secret or other intellectual property rights by any products or services of the Indemnifying Party sold or distributed through the Shared Agreement (provided, however, that a Party shall be relieved of its obligation under thi...
Shared Agreements. 2.1 GM will use reasonable effort to include (or cause GM Affiliates to use reasonable effort to include) Delphi and Designated Delphi Affiliates as parties to all IP Agreements entered by GM or a GM Affiliate for the benefit of both the Delphi Business Sector and one or more other GM business sectors and not assigned to Delphi under this agreement. However, GM is not required to incur any further payment obligation under this paragraph, but will permit Delphi or a Delphi Affiliate to make any payment necessary for GM or the GM Affiliate to include Delphi and Designated Delphi Affiliates as parties to such IP Agreements.
2.2 Schedule C lists IP Agreements entered by GM or a GM Affiliate for the benefit of both the Delphi Business Sector and one or more other GM business sectors. The parties recognize schedule C may not be a complete list of such agreements.
2.3 If the parties discover that any agreement listed on schedule C was not entered into for the benefit of the Delphi Business Sector, GM shall have no further obligation to include Delphi or Designated Delphi Affiliates as parties to that agreement. If the parties discover that any IP Agreement entered by GM or a GM Affiliate for the benefit of both the Delphi Business Sector and one or more other GM business sectors and not assigned to Delphi under this agreement is not included on schedule C, they will amend schedule C to include that IP Agreement.
2.4 If GM or a GM Affiliate is unable to include Delphi or a Designated Delphi Affiliate as a party to any agreement pursuant to clause 2.1, GM will use reasonable effort (or cause GM Affiliates to use reasonable effort) to administer such agreement for the benefit of both GM and Delphi or the Designated Delphi Affiliate.
2.5 Delphi will fulfill (and cause Delphi Affiliates to fulfill) all obligations imposed on Delphi or Delphi Affiliates by agreements to which Delphi or Delphi Affiliates are included pursuant to clause 2.1, and will indemnify and hold harmless GM and GM Affiliates against any breach of such obligations by Delphi or a Delphi Affiliate.
2.6 GM will fulfill (and cause GM Affiliates to fulfill) all obligations imposed on GM or GM Affiliates by agreements to which Delphi or Delphi Affiliates are included pursuant to clause 2.1, and will indemnify and hold harmless Delphi and Delphi Affiliates against any breach of such obligations by GM or a GM Affiliate.
