Shared Agreements. Except as otherwise expressly provided in this or the other Transaction Documents, the agreements listed in Appendix 5.2.1 will be considered as “Shared Agreements”, as well as (i) any agreement or arrangement in which CBD and/or its Subsidiaries and Sendas and/or its Subsidiaries are active or passive parties, jointly, as main parties, or otherwise, or for which they may have any residual responsibility by agreement or formalized acknowledgment, and/or (ii) any agreement or arrangement entered into by CBD prior to the Effective Spin-off Date, that is related to any Sendas’ business or business unit (“Sendas Business Unit”), whose purpose and performance is not exclusively for the benefit of the Sendas Business Unit; and/or (iii) any agreement or accord entered into by Sendas before the Effective Spin-off Date, which is related to any Compre Bem’s business unit or business; provided that such agreement or accord under (i), (ii) or (iii) cannot be separated and/or individualized on behalf of the Parties or the respective Subsidiaries thereof, or which segregation or individualization could be significantly expensive, as set forth in Clause 5.2(iii). 5.2.1.1. The rights and obligations under each Shared Agreement shall be allocated, by means of a written instrument between the Parties, in the relevant party to CBD or Sendas, or to the respective Subsidiaries indicated by CBD or Sendas, without prejudice to any amendment or addendum to the Shared Agreement itself during its term, so that each Party will be entitled to the rights and benefits, and will assume the respective portion of any Liability, inherent to its respective business; provided that: (A) in no event will any Party be required to assign (or amend) any Shared Agreement in its entirety or to assign a portion of any Shared Agreement that is not assignable (or which cannot be changed) under its terms (including any terms that impose consents or conditions on an assignment, when such consents or conditions cannot be obtained or fulfilled); and (B) if any Shared Agreement cannot be partially assigned by its terms or cannot be changed, if such an assignment or amendment unduly damages or encumbers the benefit that the Parties derive from such Shared Agreement or if such Shared Agreement is listed or described in Appendix 5.2.1, then the Parties shall, and shall cause their subsidiaries, to take other reasonable and legally effective actions and measures (including sending notice to the other Party reg...

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. (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 Group 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. (ii) Each party will use its reasonable best efforts to obtain, or cause to be obtained, any required consents of third parties to Strategic Sourcing Agreements to allow members of any Group to make purchases under Strategic Sourcing Agreements on the terms and conditions of such Strategic Sourcing Agreements existing as of the Time of Distribution. (iii) If Rockwell receives any rebate from a third party to a Strategic Sourcing Agreement after the Time of Distribution, Rockwell will promptly pay to each of Rockwell Collxxx xxx Rockxxxx Science Center its proportionate share of such rebate, if any, as reasonably determine...

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. 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. The parties hereto acknowledge that (a) Relizon is party to the Contracts listed on Schedule 7.9 (the “Shared Relizon Agreements”) that provide for the leasing of certain equipment and the provision of certain services to Relizon and certain of its Affiliates, (b) the Company is a party to the Contracts listed on Schedule 7.9 (the “Shared Company Agreements” and, together with the Shared Relizon Agreements, the “Shared Agreements”) that provide for the leasing of certain equipment and the provision of services to the Company and its Affiliates, (c) certain equipment and services leased or provided pursuant to the Shared Relizon Agreements are made available to and used by the Company and its Subsidiaries pursuant to subcontract or similar arrangement between Relizon and the Company and (d) certain equipment and services leased or provided pursuant to the Shared Company Agreements are made available and used by Relizon and its Subsidiaries pursuant to subcontract or similar arrangement between the Company and Relizon. Between the date hereof and the Closing Date, the Company and Acquiror shall, and Holdings shall cause Relizon to, use commercially reasonable efforts to amend the Shared Agreements (or, to the extent appropriate, modify and replace the Shared Agreements) so that, following the Closing, (i) the equipment and services provided under the Shared Relizon Agreements that are currently made available to and used by the Company and its Subsidiaries will be made available to the Company and its Subsidiaries directly by the third party provider of such equipment or services pursuant to Contracts between the Company and such provider or indirectly pursuant to formal subcontract arrangements between Relizon and the Company, (ii) the equipment and services provided under the Shared Company Agreements that are currently made available to and used by Relizon and its Subsidiaries will be made available to Relizon and its Subsidiaries directly by the third party provider of such equipment or services pursuant to Contracts between Relizon and such provider or indirectly pursuant to formal subcontract arrangements between the Company and Relizon, (iii) Relizon shall not be responsible for the performance of (or will be indemnified by the Company for) any obligations under the Shared Relizon Agreements relating to products or services made available to or used by the Company and its Subsidiaries and (iv) the Company shall not be responsible for the performance o...

Shared Agreements. 48 7.25 Butadiene, Aniline and DPA Supply............................... 48 7.26

Shared Agreements. The Parties agree and acknowledge that there are certain Contracts which relate to both the Businesses, on the one hand, and the businesses (other than the Businesses) of Sellers, IP Sellers and their respective Affiliates on the other hand (such contracts, the "Shared Contracts") and that following the Closing certain Shared Contracts will be assigned by Sellers to Buyer and certain Shared Contracts will not be assigned to Buyer. The Parties agree (on behalf of themselves and their Affiliates) that at the written request of the other Parties they will, and they will cause their Affiliates to, cooperate with each other, in all commercially reasonable respects, to design an arrangement pursuant to which Buyer and its Affiliates, in the case of Shared Contracts that will not be assigned to Buyer, and Sellers and IP Sellers and their respective Affiliates, in the case of Shared Contracts that will be assigned to Buyer, may receive substantially all of the material rights and benefits (and assume, discharge and indemnify for its proportionate share of the obligations) of such Shared Contracts as may be received today. Each of the Parties agrees and acknowledges that it may not be possible to design such an arrangement, and if it is not possible to design such an arrangement, except for the failure to use commercially reasonable efforts required hereby, no Person shall be liable to any other Person pursuant to the terms of this Section 7.24.

Shared Agreements Sample Clauses

Filter & Search

Related Clauses

Parent Clauses