Shared Spare Part Sample Clauses

Shared Spare Part. The Seller has a spare part that is designated for use at the Purchased Assets and its Marcus Hook refinery, which is identified on Schedule 2.2.21 as a PRT Start-up Turbine Rotor: Spare Rotor Serial Number: 501E162EC, relating to Turbine Model Number: DRV325, Turbine Serial Number: 152195, (such rotor is herein referred to as “Shared Spare”). The Shared Spare shall be retained by Seller at its Marcus Hook refinery, crated and in a preservative coating. For a period of five years from the Closing Date (“Sharing Period”), both the Purchased Assets and the Marcus Hook refinery shall have a right to use the Shared Spares. As to such use, planned rotor replacements take precedence over unplanned rotor replacements, unless mutually agreeable to both Parties. If a Party uses the Shared Spare during the Sharing Period, that Party shall repair/refurbish the Shared Spare that was changed out. The repair/refurbish of the Shared Spare shall be per API 687 and that repaired/refurbished Shared Spare will become the new Shared Spare. The removed Shared Spare shall be repaired/refurbished by the Party who so removed same within 6 months from the change out, or if the Shared Spare is used for an unplanned outage as soon as reasonable to accommodate a planned outage. If during the Sharing Period either Party decides it will no longer be operating the PRT Start-up Turbine at its respective refinery, it shall promptly provide written notice of same to the other Party and the other Party shall have the right to purchase the Shared Spare for one half of its then fair market value. If the right to purchase is not exercised within thirty (30) days of receipt of said notice, then the Shared Spare shall be sold and the Parties shall split the proceeds. For avoidance of doubt, the Parties acknowledge and agree that the Shared Spare is an Excluded Asset, and nothing contained herein shall effect a transfer or sale of said asset to the Buyer (except as contemplated by the foregoing purchase right if timely exercised).
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Related to Shared Spare Part

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  • Shared Contracts (a) Except as set forth on Schedule VIII, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member of the Nuance Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Business (the “Nuance Portion”), which rights shall be a Nuance Asset and which obligations shall be a Nuance Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Distribution, a member of the SpinCo Group shall receive the interest in the benefits and obligations of the SpinCo Portion under such Shared Contract and a member of the Nuance Group shall receive the interest in the benefits and obligations of the Nuance Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

  • Treatment of Shared Contracts (a) Subject to applicable Law and without limiting the generality of the obligations set forth in Section 2.1, unless the Parties otherwise agree or the benefits of any contract, agreement, arrangement, commitment or understanding described in this Section 2.8 are expressly conveyed to the applicable Party pursuant to this Agreement or an Ancillary Agreement, any contract or agreement, a portion of which is a SpinCo Contract, but the remainder of which is a Parent Asset (any such contract or agreement, a “Shared Contract”), shall be assigned in relevant part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, on or after the Effective Time, so that each Party or the member of its Group shall, as of the Effective Time, be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to its respective businesses; provided, however, that (i) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled) and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, then the Parties shall, and shall cause each of the members of their respective Groups to, take such other reasonable and permissible actions (including by providing prompt notice to the other Party with respect to any relevant claim of Liability or other relevant matters arising in connection with a Shared Contract so as to allow such other Party the ability to exercise any applicable rights under such Shared Contract) to cause a member of the SpinCo Group or the Parent Group, as the case may be, to receive the rights and benefits of that portion of each Shared Contract that relates to the SpinCo Business or the Parent Business, as the case may be (in each case, to the extent so related), as if such Shared Contract had been assigned to a member of the applicable Group (or amended to allow a member of the applicable Group to exercise applicable rights under such Shared Contract) pursuant to this Section 2.8, and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement), as if such Liabilities had been assumed by a member of the applicable Group pursuant to this Section 2.8.

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