Subcontract Agreement. (a) Notwithstanding anything contained in this Agreement to the contrary, with respect to those Covered Accounts that are governed by a multilocation or national account agreement between Seller and the owners of such accounts and which are set forth on Schedule 1.5 (the "Multilocation Linen Accounts"), Seller shall not assign any of its right, title, and interest in and to such agreements to Purchaser, but, instead, Purchaser and Seller will, at the Closing, enter into Subcontract Agreements (each, a "Subcontract Agreement"), substantially in the form attached hereto as Exhibit B, pursuant to which Purchaser shall provide service to such accounts to the extent that service to such accounts constituted a part of the Business. Notwithstanding the foregoing, in the event any multilocation or national account relates exclusively to any Covered Account(s) serviced solely by the Acquired Facilities, Seller or an Affiliate shall assign all of their respective right, title, and interest in and to such agreements to Purchaser in such multilocation or national account pursuant to the terms of this Agreement. (b) Any provision to the contrary notwithstanding, specifically including Section 14.13 hereof, Seller and each Affiliate hereby irrevocably consent to the assignment by Purchaser of all or a portion of Purchaser's rights under this Section 1.5 or any Subcontract Agreement to any other person or entity in connection with Purchaser's sale of all or substantially all of the assets and/or any relevant portion of the revenue base attributable to any Acquired Facility and such transferee shall thereafter have all of Purchaser's rights and obligations hereunder for the duration of the Subcontract Agreement. (c) Notwithstanding anything in this Agreement to the contrary, it is understood that the following provisions shall be applicable with respect to Covered Accounts for Industrial Items (as hereinafter defined) which are governed by multilocation or national accounts ("Multilocation Industrial Accounts"): (i) In the case of Multilocation Industrial Accounts which relate exclusively to Covered Accounts serviced solely by the Acquired Facilities, Seller or an Affiliate shall assign all of their respective right, title and interest in and to the agreements relating to such Accounts pursuant to the terms of this Agreement. (ii) Multilocation Industrial Accounts not otherwise covered by Section 2.5(c)(i) (the "Special Industrial Accounts") shall be subject to the following provisions: (1) On or before June 12, 1997, Seller will furnish Purchaser with two schedules, one of which (which will be designated as Schedule 1.5(c) - Assignable Special Industrial Accounts) will set forth those Special Industrial Accounts with respect to which Seller is willing to assign all of its rights with respect to the agreements relating thereto (subject to the provisions hereof) (the "Assignable Special Industrial Accounts"), and one of which (which will be designated as Schedule 1.5(c) - Non-Assignable Special Industrial Accounts) will set forth those Special Industrial Accounts with respect to which Seller is unwilling to assign all of its rights with respect to the agreements relating thereto (the "Non-Assignable Special Industrial Accounts"). (2) On the Closing Date, Seller or an Affiliate will assign all of its rights to the agreements relating to the Assignable Special Industrial Accounts to Purchaser. All Assignable Special Industrial Accounts will be considered Covered Accounts (and, except to the extent subcontracted to Seller by Purchaser in accordance with this paragraph (2), all revenue attributable thereto during the Industrial Measuring Period will be included as a part of the Average Weekly Industrial Revenue). To the extent Purchaser elects not to service any such Accounts or portions thereof included within the Assignable Special Industrial Accounts then Seller will enter into a subcontract agreement with Purchaser (on substantially the same terms as are set forth in the Subcontract Agreement, except that the respective roles of Seller and Purchaser shall be reversed), pursuant to which Seller will provide service to such Accounts or portions thereof. (3) Prior to the Closing Date, Seller and Purchaser will mutually determine to what extent, if any, and upon what terms, the Non-Assignable Special Industrial Accounts will be considered as a part of the
Appears in 1 contract
Subcontract Agreement. (a) Notwithstanding anything contained in this Agreement to the contrary, with respect to those Covered Accounts that are governed by a multilocation or national account agreement between Seller and the owners of such accounts and which are set forth on Schedule 1.5 (the "Multilocation Linen Accounts"), Seller shall not assign any of its right, title, and interest in and to such agreements to Purchaser, but, instead, Purchaser and Seller will, at the Closing, enter into Subcontract Agreements (each, a "Subcontract Agreement"), substantially in the form attached hereto as Exhibit B, pursuant to which Purchaser shall provide service to such accounts to the extent that service to such accounts constituted a part of the Business. Notwithstanding the foregoing, in the event any multilocation or national account relates exclusively to any Covered Account(s) serviced solely by the Acquired Facilities, Seller or an Affiliate shall assign all of their respective right, title, and interest in and to such agreements to Purchaser in such multilocation or national account pursuant to the terms of this Agreement.
(b) Any provision to the contrary notwithstanding, specifically including Section 14.13 hereof, Seller and each Affiliate hereby irrevocably consent to the assignment by Purchaser of all or a portion of Purchaser's rights under this Section 1.5 or any Subcontract Agreement to any other person or entity in connection with Purchaser's sale of all or substantially all of the assets and/or any relevant portion of the revenue base attributable to any Acquired Facility and such transferee shall thereafter have all of Purchaser's rights and obligations hereunder for the duration of the Subcontract Agreement.
(c) Notwithstanding anything in this Agreement to the contrary, it is understood that the following provisions shall be applicable with respect to Covered Accounts for Industrial Items (as hereinafter defined) which are governed by multilocation or national accounts ("Multilocation Industrial Accounts"):
(i) In the case of Multilocation Industrial Accounts which relate exclusively to Covered Accounts serviced solely by the Acquired Facilities, Seller or an Affiliate shall assign all of their respective right, title and interest in and to the agreements relating to such Accounts pursuant to the terms of this Agreement.
(ii) Multilocation Industrial Accounts not otherwise covered by Section 2.5(c)(i) (the "Special Industrial Accounts") shall be subject to the following provisions:
(1) On or before June 12, 1997, Seller will furnish Purchaser with two schedules, one of which (which will be designated as Schedule 1.5(c) - Assignable Special Industrial Accounts) will set forth those Special Industrial Accounts with respect to which Seller is willing to assign all of its rights with respect to the agreements relating thereto (subject to the provisions hereof) (the "Assignable Special Industrial Accounts"), and one of which (which will be designated as Schedule 1.5(c) - Non-Assignable Special Industrial Accounts) will set forth those Special Industrial Accounts with respect to which Seller is unwilling to assign all of its rights with respect to the agreements relating thereto (the "Non-Assignable Special Industrial Accounts").
(2) On the Closing Date, Seller or an Affiliate will assign all of its rights to the agreements relating to the Assignable Special Industrial Accounts to Purchaser. All Assignable Special Industrial Accounts will be considered Covered Accounts (and, except to the extent subcontracted to Seller by Purchaser in accordance with this paragraph (2), all revenue attributable thereto during the Industrial Measuring Period will be included as a part of the Average Weekly Industrial Revenue). To the extent Purchaser elects not to service any such Accounts or portions thereof included within the Assignable Special Industrial Accounts then Seller will enter into a subcontract agreement with Purchaser (on substantially the same terms as are set forth in the Subcontract Agreement, except that the respective roles of Seller and Purchaser shall be reversed), pursuant to which Seller will provide service to such Accounts or portions thereof.
(3) Prior to the Closing Date, Seller and Purchaser will mutually determine to what extent, if any, and upon what terms, the Non-Assignable Special Industrial Accounts will be considered as a part of thethe Business. Absent a mutual written agreement to the contrary with respect to the Non-Assignable Special Industrial Accounts, those Accounts will be excluded from the Covered Accounts (and will be retained by Seller as Excluded Assets) and there shall be a reduction in the Base Price equal to the Average Weekly Industrial Revenue attributable to such Non-Assignable Special Industrial Accounts multiplied by 70 (and there shall be an appropriate corresponding reduction in each of the Total Base Revenue Amount and the Base Amount definitions).
(d) Seller shall hold Purchaser harmless with respect to the subsequent resale of the Multilocation Linen Accounts in accordance with Section 3.7(e) hereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (National Service Industries Inc)
Subcontract Agreement. HBS is not currently licensed as a third party administrator (a"TPA") in the states listed on Exhibit B hereto, but its application is pending in each such state. Notwithstanding anything contained any other provision in this Agreement the Agreement, the Exhibits and Schedules to the Agreement, or the related assignment and assumption agreements to the contrary, the administration for all customers of the Division in these states under the respective Administration Contract is not being transferred by HPSI to HBS at Closing but will be retained by HPSI until HBS becomes so licensed (the "HPSI Retained Customers") as hereinafter provided in this Section 12. With respect to each such state, HPSI hereby subcontracts with HBS to provide the administrative services under such Administration Contract as a subcontractor for HPSI for these customers until the earlier of March 31, 2001 or such time as HBS becomes licensed in such state (the "Subcontract Period"), at which time HPSI shall assign such customers and their respective Administration Contract in such state to HBS and this subcontract arrangement shall terminate with respect to those Covered Accounts that are governed by such customers and contracts. As compensation for its services, HBS shall be entitled to receive all compensation due to HPSI as a multilocation or national account agreement between Seller and the owners of such accounts and which are set forth on Schedule 1.5 (the "Multilocation Linen Accounts"), Seller shall not assign any of its right, title, and interest in and to such agreements to Purchaser, but, instead, Purchaser and Seller will, at the Closing, enter into Subcontract Agreements (each, a "Subcontract Agreement"), substantially in the form attached hereto as Exhibit B, pursuant to which Purchaser shall provide service to such accounts to the extent that service to such accounts constituted a part result of the Businessadministration work performed by HBS on HPSI's behalf during the period such services are contracted. Notwithstanding Without limiting the foregoing, in HBS shall perform all billing services required under the event any multilocation or national account relates exclusively to any Covered Account(s) serviced solely by the Acquired Facilities, Seller or an Affiliate shall assign all of their respective right, title, and interest in and to such agreements to Purchaser in such multilocation or national account pursuant to the terms of this Agreement.
(b) Any provision to the contrary notwithstanding, specifically including Section 14.13 hereof, Seller and each Affiliate hereby irrevocably consent to the assignment by Purchaser of all or a portion of Purchaser's rights under this Section 1.5 or any Subcontract Agreement to any other person or entity in connection with Purchaser's sale of all or substantially all of the assets and/or any relevant portion of the revenue base attributable to any Acquired Facility and such transferee shall thereafter have all of Purchaser's rights and obligations hereunder for the duration of the Subcontract Agreement.
(c) Notwithstanding anything in this Agreement to the contrary, it is understood that the following provisions shall be applicable Administration Contracts with respect to Covered Accounts for Industrial Items (as hereinafter defined) which are governed such Retained Customers on HPSI's behalf and shall distribute and deal with such funds in accordance with the Administration Contracts and applicable law of each such state. During such contract period, all customer inquiries will be answered by multilocation HBS by reference to "Xxxxxxxxxx Benefit Services" only and without reference to Trewit or national accounts ("Multilocation Industrial Accounts"):
(i) In Benesight. During the case Subcontract Period, while operating under the licenses of Multilocation Industrial Accounts which relate exclusively to Covered Accounts serviced solely by the Acquired FacilitiesHPSI, Seller or an Affiliate HBS shall assign perform all of their respective right, title its subcontract duties in accordance with the Third Party Administration statutes of the listed states and interest in and to the agreements relating to such Accounts pursuant to the terms of this Agreement.
(ii) Multilocation Industrial Accounts not otherwise covered by Section 2.5(c)(i) (the "Special Industrial Accounts") shall be subject to the following provisions:
(1) On or before June 12, 1997, Seller will furnish Purchaser with two schedules, one control and direction of HPSI to the extent required by the applicable insurance laws of the states in which (which will be designated as Schedule 1.5(c) - Assignable Special Industrial Accounts) will set forth those Special Industrial Accounts the administered business is located. HBS shall indemnify and hold HPSI and Parent harmless from and against any and all Loss due to any non-governmental third party claims resulting from the performance of administrative services for HPSI with respect to which Seller is willing to assign all of its rights with respect to the agreements relating thereto (subject to the provisions hereof) (the "Assignable Special Industrial Accounts")such Retained Customers hereunder, and one HPSI and Parent shall indemnify and hold HBS and Trewit harmless for any Loss resulting from actions by the insurance regulatory agencies or other governmental bodies or authorities in such state based upon the failure of which (which will be designated as Schedule 1.5(c) - Non-Assignable Special Industrial Accounts) will set forth those Special Industrial Accounts with respect HBS to which Seller is unwilling have a license in such state to assign all of its rights with respect to perform the agreements relating thereto (the "Non-Assignable Special Industrial Accounts").
(2) On the Closing Date, Seller or an Affiliate will assign all of its rights to the agreements relating to the Assignable Special Industrial Accounts to Purchaser. All Assignable Special Industrial Accounts will be considered Covered Accounts (and, except to the extent subcontracted to Seller by Purchaser in accordance with this paragraph (2), all revenue attributable thereto during the Industrial Measuring Period will be included as a part of the Average Weekly Industrial Revenue)services contemplated hereby. To the extent Purchaser elects not to service this subcontract is inconsistent in any fashion with the Third Party Administration and other statutes of any particular state having jurisdiction over the subcontracted work, such Accounts or portions thereof included laws shall control but the parties shall take such good faith actions within the Assignable Special Industrial Accounts then Seller will enter into a subcontract agreement with Purchaser (on substantially permitted context of such statute as necessary to achieve the same terms result as are set forth in the Subcontract Agreement, except that the respective roles of Seller and Purchaser shall be reversed), pursuant to which Seller will provide service to such Accounts or portions thereofotherwise contemplated hereby.
(3) Prior to the Closing Date, Seller and Purchaser will mutually determine to what extent, if any, and upon what terms, the Non-Assignable Special Industrial Accounts will be considered as a part of the
Appears in 1 contract
Samples: Asset Purchase Agreement (Healthplan Services Corp)
Subcontract Agreement. (a) Notwithstanding anything contained in this Agreement to the contrary, with respect to those Covered accounts serviced by the Business that are governed by a multilocation or national account agreement between NSI and the owners of such accounts and which are set forth on SCHEDULE 1.4(a) (the "NSI Multilocation Accounts"), Seller shall not assign its right, title, and interest in and to such Multilocation Linen Accounts to Purchaser, but, instead, shall assign its right, title and interest to that portion of the Subcontract Agreement between NSI and Seller dated July 14, 1997 which relates to such Multilocation Linen Accounts pursuant to a Subcontract Assignment, substantially in the form attached hereto as EXHIBIT B-1 (the "Subcontract Assignment"), pursuant to which Purchaser shall provide service to such accounts to the extent that service to such accounts constitutes a part of the Business as of the Closing Date.
(b) Notwithstanding anything contained in this Agreement to the contrary, with respect to those accounts serviced by the Business that are governed by a multilocation or national account agreement between Seller and the owners of such accounts and which are set forth on Schedule 1.5 SCHEDULE 1.4(b) (the "Seller Multilocation Linen Accounts" and together with the NSI Multilocation Accounts, the "Multilocation Accounts"), Seller shall not assign any of its right, title, and interest in and to such agreements to Purchaser, but, instead, Purchaser and Seller will, at the Closing, enter into a Subcontract Agreements Agreement (each, a "Subcontract Agreement"), substantially in the form attached hereto as Exhibit BEXHIBIT B-2, pursuant to which Purchaser shall provide service to such accounts to the extent that service to such accounts constituted constitutes a part of the Business. Notwithstanding the foregoing, in the event any multilocation or national account relates exclusively to any Covered Account(s) serviced solely by the Acquired Facilities, Seller or an Affiliate shall assign all Business as of their respective right, title, and interest in and to such agreements to Purchaser in such multilocation or national account pursuant to the terms of this Agreement.
(b) Any provision to the contrary notwithstanding, specifically including Section 14.13 hereof, Seller and each Affiliate hereby irrevocably consent to the assignment by Purchaser of all or a portion of Purchaser's rights under this Section 1.5 or any Subcontract Agreement to any other person or entity in connection with Purchaser's sale of all or substantially all of the assets and/or any relevant portion of the revenue base attributable to any Acquired Facility and such transferee shall thereafter have all of Purchaser's rights and obligations hereunder for the duration of the Subcontract Agreement.
(c) Notwithstanding anything in this Agreement to the contrary, it is understood that the following provisions shall be applicable with respect to Covered Accounts for Industrial Items (as hereinafter defined) which are governed by multilocation or national accounts ("Multilocation Industrial Accounts"):
(i) In the case of Multilocation Industrial Accounts which relate exclusively to Covered Accounts serviced solely by the Acquired Facilities, Seller or an Affiliate shall assign all of their respective right, title and interest in and to the agreements relating to such Accounts pursuant to the terms of this Agreement.
(ii) Multilocation Industrial Accounts not otherwise covered by Section 2.5(c)(i) (the "Special Industrial Accounts") shall be subject to the following provisions:
(1) On or before June 12, 1997, Seller will furnish Purchaser with two schedules, one of which (which will be designated as Schedule 1.5(c) - Assignable Special Industrial Accounts) will set forth those Special Industrial Accounts with respect to which Seller is willing to assign all of its rights with respect to the agreements relating thereto (subject to the provisions hereof) (the "Assignable Special Industrial Accounts"), and one of which (which will be designated as Schedule 1.5(c) - Non-Assignable Special Industrial Accounts) will set forth those Special Industrial Accounts with respect to which Seller is unwilling to assign all of its rights with respect to the agreements relating thereto (the "Non-Assignable Special Industrial Accounts").
(2) On the Closing Date, Seller or an Affiliate will assign all of its rights to the agreements relating to the Assignable Special Industrial Accounts to Purchaser. All Assignable Special Industrial Accounts will be considered Covered Accounts (and, except to the extent subcontracted to Seller by Purchaser in accordance with this paragraph (2), all revenue attributable thereto during the Industrial Measuring Period will be included as a part of the Average Weekly Industrial Revenue). To the extent Purchaser elects not to service any such Accounts or portions thereof included within the Assignable Special Industrial Accounts then Seller will enter into a subcontract agreement with Purchaser (on substantially the same terms as are set forth in the Subcontract Agreement, except that the respective roles of Seller and Purchaser shall be reversed), pursuant to which Seller will provide service to such Accounts or portions thereof.
(3) Prior to the Closing Date, Seller and Purchaser will mutually determine to what extent, if any, and upon what terms, the Non-Assignable Special Industrial Accounts will be considered as a part of the
Appears in 1 contract
