Shared Business Contracts Sample Clauses

Shared Business Contracts. (a) The Parties acknowledge that the Shared Business Contracts relate to both the Business and the Retained Business. Following the Closing, the Parties desire for themselves and for the benefit of Sellers and Buyers, respectively, to have and obtain the rights and benefits under each Shared Business Contract to the extent related to the continuing business of the Buyers and Sellers. Immediately after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyers with their applicable rights and benefits under each Shared Business Contract by assisting the respective Sellers and/or Buyers in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). The costs of entering into a new Contract or Contract(s) shall be borne by Seller Parent, in the case of a Shared Business Contract that is a Business Contract or Buyer Parent, in the case of a Shared Business Contract that is not a Business Contract. If any Shared Business Contract cannot be separated into a Separated Contract at Closing, Seller Parent and Buyer Parent shall, and shall cause each of their respective Affiliates to, use their reasonable best efforts to cause, for the period after the Closing until such Shared Business Contract is separated into a Separated Contract or such Separated Contract expires pursuant to its terms, (i) the rights and benefits under each Shared Business Contract to the extent relating to the Business to be enjoyed by Buyer Parent; (ii) the Liabilities under each Shared Business Contract to the extent relating to the Business to be borne by Buyer Parent; (iii) the rights and benefits under each Shared Business Contract to the extent relating to the Retained Business to be enjoyed by Seller Parent; and (iv) the Liabilities under each Shared Business Contract to the extent relating to the Retained Business to be borne by Seller Parent. (b) Without limiting Section 6.6(a), if any Shared IP License Agreement is not separated in accordance with Section 6.6(a), effective as of the Closing, (i) if such Shared IP License Agreement is a Business Contract, Buyer Parent shall grant at or prior to Closing (to the extent Buyer Parent or any member of Buyer Group has a right to, and subject to the terms and conditions of the applicable Shared IP License Agreement), effective as of the Closing Date, to an entity in the Retained Group designated by Seller Parent, a perpetual, irrevocable (i) exc...

Shared Business Contracts. For the purposes of this Clause 11.9 and Clause 11.11 (Separation of Split Contracts), in the case of a Shared VAM Contract, that part of the Shared VAM Contract that relates to the Specified Territories or Mexico shall be deemed to relate wholly to the Business and that part of the Shared VAM Contract that relates to the territories in the rest of the world shall be deemed to relate wholly to the Excluded Businesses. Subject to Clause 11.11 (Separation of Split Contracts), in relation to the Shared Business Contracts, the parties agree, following Completion, as follows: (a) Ergon shall hold or shall procure that the relevant member of the ICI Group shall hold that part of the relevant Shared Business Contract which relates to the Business or the Business Assets for the benefit of and as trustee for the Purchaser (or the relevant member of the Purchaser's Group), and that part of the relevant Shared Business Contract which relates to the Excluded Businesses for itself and/or any such other member of the ICI Group; (b) Ergon shall hold any payment, goods or other benefits received under such Shared Business Contracts in respect of the Business or the Business Assets as trustee for the Purchaser (or the relevant member of the Purchaser's Group) and shall, promptly following receipt of the same, account for and pay or deliver to the Purchaser (for itself and as trustee for each member of the Purchaser's Group) such payment, goods and other benefits; (c) the Purchaser shall, or shall procure that the relevant member of the Purchaser's Group shall, (if sub-contracting or agency is permissible under the Shared Business Contract) as the relevant member of the ICI Group's subcontractor or agent, perform on behalf of the relevant member of the ICI Group (but at the Purchaser's cost and expense) all the obligations of that member of the ICI Group under the Shared Business Contract which relate to the Business or the Business Assets; (d) where agency or sub-contracting is not permissible: (i) Ergon shall exercise its rights in respect of that part of the relevant Shared Business Contract which relates to the Business or the Business Assets as the Purchaser (or the relevant member of the Purchaser's Group) may reasonably direct or approve and not otherwise and shall account to the Purchaser (or the relevant member of the Purchaser's Group) for any sums arising under such part and shall, to the extent permitted under the terms of the relevant Shared Business Contract, ...

Shared Business Contracts. (c) Parent will use Commercially Reasonable Efforts to deliver a true, correct and complete list of its Shared Business Contracts existing as of the date of this Agreement no later than 90 days after the date hereof (except in connection with any Contract the existence or terms of which are confidential) that are not set forth on Section 3.08(b) of the Parent Disclosure Letter. With respect to purchases of raw materials and packaging materials that are not covered or governed by a Contract other than a purchase order or other similar arrangement, Parent may satisfy this obligation by identifying the relevant raw material or packaging material and providing a reasonably detailed description of the arrangement utilized to purchase such material. (i) Parent shall use Commercially Reasonable Efforts to cause each Shared Business Contract to be assigned in relevant part to a Galleria Entity on or prior to the Business Transfer Time or to appropriately amend such Shared Business Contract to the extent permitted by applicable Law or the relevant Shared Business Contract so that Acquiror or its Affiliates will, at and following the Closing, be entitled to the rights and benefits inuring to the Galleria Business under such Shared Business Contracts, and any such amended Shared Business Contract will be treated by the Parties as a separate Contract for all purposes. In addition, Parent will provide Acquiror with contact information for such third parties and introduce representatives of the Acquiror Group to Parent’s contacts at such third parties.

Shared Business Contracts. Prior to Closing, the Seller and the Purchaser shall discuss and agree in good faith a process to identify all material Shared Business Contracts.

Shared Business Contracts. (i) Parent will use Commercially Reasonable Efforts to deliver a true, correct and complete list of its Shared Business Contracts existing as of the date of this Agreement no later than 90 days after the date hereof (except in connection with any Contract the existence or terms of which are confidential) that are not set forth on Section 3.08(b) of the Parent Disclosure Letter. With respect to purchases of raw materials and packaging materials that are not covered or governed by a Contract other than a purchase order or other similar arrangement, Parent may satisfy this obligation by identifying the relevant raw material or packaging material and providing a reasonably detailed description of the arrangement utilized to purchase such material.