Subcontractor Arrangement Sample Clauses

Subcontractor Arrangement. To the extent permitted by applicable laws and regulations, subject to any confidentiality obligations, Baozun and iClick both agree to share relevant opportunities and discuss in good faith with the other Party on the subcontracting arrangements if any of them signs any agreements with clients in relation to the services or products included in the Cooperation Business unless otherwise required by the brand partner(s); any such confidentiality obligations to any third party shall be agreed by the relevant Party with such third party in good faith. Specifically:
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Subcontractor Arrangement. Seller agrees that for any Customer who does not specifically consent to the assignment of that Customer’s applicable contract to the Company prior to Closing, that Seller shall use the Company as the exclusive subcontractor for services to be provided to such Customers pursuant to the terms of the Subcontractor Agreement.
Sample 1
Subcontractor Arrangement. In the event the parties are unable to enter into a Replacement Contract in accordance with Section 7.03(h)(i) with respect to a Shared Customer Contract, at the Closing, or, any Acquired Company is unable to transfer such Shared Customer Contract to Seller or its appropriate Affiliate in connection with the Reorganization, then Seller or one of its Affiliates (other than an Acquired Company), on the one hand, and Thoreau Holdco or NCE or one of the Buyer Affiliates, on the other hand, shall enter into a Subcontractor Agreement and any related task orders in connection with the services that are the subject matter of such Subcontractor Agreement, pursuant to which, during the period commencing on the Closing Date and continuing until the expiration or termination of such Subcontractor Agreement in accordance with its terms, (A) the Acquired Companies shall perform, as a subcontractor, all obligations of Seller and its Affiliates under such Shared Customer Contract that is with Seller or one of its Affiliates to the extent such obligations relate to the Business, at rates or pricing terms that will pass through the net revenues generated thereunder to such Acquired Company, and Seller and its Affiliates shall promptly remit or provide to Buyer or its applicable Affiliate all payments and other benefits received by Seller and its Affiliates with respect to the obligations performed by Buyer or its applicable Affiliate thereunder, all in accordance with the terms of such Subcontractor Agreement and such related task orders, or (B) with respect to any Shared Customer Contract that is unable to be transferred to Seller or any of its Affiliates (other than any Acquired Company) as part of the Reorganization, the Seller or its applicable Affiliate shall perform, as a subcontractor, all obligations of the Acquired Companies under such Shared Customer Contract that is with such Acquired Company to the extent such obligations relate to the Retained Business, at rates or upon pricing terms that will pass through the net revenues generated thereunder to such Seller or applicable Affiliate, and such Acquired Company shall promptly remit or provide to Seller or its applicable Affiliate all payments and other benefits received by such Acquired Company and its Affiliates with respect to the obligations performed by Seller or its applicable Affiliate thereunder, net of any Tax incurred in connection with the receipt of such payment (or other benefit) or required to be with...
Sample 1

Related to Subcontractor Arrangement

  • Soft Dollar Arrangements On an ongoing basis, but not less often than annually, the Adviser will identify and provide a written description to the Board of all “soft dollar” arrangements that the Adviser maintains with respect to the Funds or with brokers or dealers that execute transactions for the Funds, if any, and of all research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party), if any, as a result, in whole or in part, of the direction of Fund transactions to the broker or dealer.

  • Intercreditor Arrangements Reference is made to the Intercreditor Agreement Among Group Lenders. Each Lender, on behalf of itself and its Affiliates (as other Secured Parties accepting the benefits of the Security Documents), with respect to Group Commitments, Group Loans and Group Secured Obligations hereunder and under the Group Loan Documents (i) acknowledges that it has received a copy of the Intercreditor Agreement Among Group Lenders, (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement Among Group Lenders, (iii) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement Among Group Lenders as the Administrative Agent and on behalf of such Lender and its Affiliates (as other Secured Parties accepting the benefits of the Security Documents) and (iv) agrees that it will not effect any assignment or participation under Section 10.06 or otherwise unless such assignment or participation is expressly subject to the Intercreditor Agreement Among Group Lenders.

  • Other Arrangements The Board of Trustees is further empowered, at any time and from time to time, to contract with any Persons to provide such other services to the Trust, as the Board of Trustees determine to be in the best interests of the Trust, including appointing one or more Persons to act as the custodian, transfer agent, dividend disbursing agent, fund accountant, and/or shareholder servicing agent for the Trust, any Series or Class.

  • Understandings or Arrangements Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

  • Transitional Arrangements Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches:

  • Additional Arrangements Subject to the terms and conditions herein provided, each of the Parties shall take, or cause to be taken, all action and shall do, or cause to be done, all things necessary, appropriate or desirable under any applicable laws and regulations or under applicable governing agreements to consummate and make effective the transactions contemplated by this Agreement, including using reasonable efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings. Each of the Parties shall take, or cause to be taken, all action or shall do, or cause to be done, all things necessary, appropriate or desirable to cause the covenants and conditions applicable to the transactions contemplated hereby to be performed or satisfied as soon as practicable. In addition, if any Governmental Authority shall have issued any order, decree, ruling or injunction, or taken any other action that would have the effect of restraining, enjoining or otherwise prohibiting or preventing the consummation of the transactions contemplated hereby, each of the Parties shall use reasonable efforts to have such order, decree, ruling or injunction or other action declared ineffective as soon as practicable.

  • SUPPLEMENTAL ARRANGEMENTS The Sub-Advisor may enter into arrangements with other persons affiliated with the Sub-Advisor or with unaffiliated third parties to better enable the Sub-Advisor to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Sub- Advisor, subject to written notification to and approval of the Manager and, where required by applicable law, the Board of Directors of the Fund.

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • No Other Arrangements The Acquiror Company is not a party to any agreement, contract or arrangement for services that would result, individually or in the aggregate, in the payment of any amount that would not be deductible by reason of Section 162(m), 280G or 404 of the Code. The Acquiror Company is not a “consenting corporation” within the meaning of Section 341(f) of the Code. The Acquiror Company does not have any “tax-exempt bond financed property” or “tax-exempt use property” within the meaning of Section 168(g) or (h), respectively of the Code. The Acquiror Company does not have any outstanding closing agreement, ruling request, request for consent to change a method of accounting, subpoena or request for information to or from a Governmental Authority in connection with any Tax matter. During the last two years, the Acquiror Company has not engaged in any exchange with a related party (within the meaning of Section 1031(f) of the Code) under which gain realized was not recognized by reason of Section 1031 of the Code. The Company is not a party to any reportable transaction within the meaning of Treasury Regulation Section 1.6011-4.

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

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