Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a): (i) the Corporation hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the NMR Group to, assign, transfer and convey to the appropriate member of the IMS HEALTH Group all of the Corporation's or such member of the NMR Group's respective right, title and interest in and to any and all IMS HEALTH Contracts; (ii) IMS HEALTH hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR Group all of IMS HEALTH's or such member of the IMS HEALTH Group's respective right, title and interest in and to any and all NMR Contracts; (iii) subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the NMR Business and the IMS HEALTH Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement; (iv) the assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and (v) notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 4 contracts
Samples: Distribution Agreement (Ims Health Inc), Distribution Agreement (Ims Health Inc), Distribution Agreement (Nielsen Media Research Inc)
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation BEI hereby agrees that on at or prior to the Distribution Date Effective Time or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f)2.1(g) and the terms of the Ancillary Agreements, it will, and it will cause each member its Subsidiaries (other than Technologies or any of the NMR Group its Subsidiaries) to, assign, transfer and convey to the appropriate member of the IMS HEALTH Group Technologies all of the CorporationBEI's or such member of the NMR Group's Subsidiaries' respective right, title and interest in and to any and all IMS HEALTH Contracts;agreements that, in BEI's sole judgment, relate exclusively to the Technologies Business.
(ii) IMS HEALTH hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR Group all of IMS HEALTH's or such member of the IMS HEALTH Group's respective right, title and interest in and to any and all NMR Contracts;
(iii) subject Subject to the provisions of this Section 2.1(f)2.1(g) and the terms of the Ancillary Agreements, any agreement to which any either or both of the parties hereto or any of their Subsidiaries is a party that inures inures, in BEI's sole judgment, to the benefit of both the NMR BEI Business and the IMS HEALTH Technologies Business shall be assigned in part part, on or prior to the Effective Time or as soon as reasonably practicable thereafter, so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;.
(iviii) the The assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") ), shall assume and agree to pay, perform, and fully discharge all obligations of the assignor BEI under such agreement or, in the case of a partial assignment under paragraph (f)(iiig) (ii), such AssigneeTechnologies's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and.
(viv) notwithstanding Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 3 contracts
Samples: Distribution Agreement (Bei Technologies Inc), Distribution Agreement (Bei Electronics Inc), Distribution Agreement (Bei Technologies Inc)
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation Olin hereby agrees that on at or prior to the Distribution Date Effective Time or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f)2.01(g) and the terms of the Ancillary Agreements, it will, and it will cause each member its Subsidiaries (other than Primex or any of the NMR Group its Subsidiaries) to, assign, transfer and convey to the appropriate member of the IMS HEALTH Group Primex all of the CorporationOlin's or such member of the NMR GroupSubsidiary's respective right, title and interest in and to any and all IMS HEALTH Contracts;
(ii) IMS HEALTH agreements that, in Olin's sole judgment, relate exclusively to the Primex Business. Primex hereby agrees that on at or prior to the Distribution Date Effective Time or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f2.01(g), it will, and it will cause each member of the IMS HEALTH Group its Subsidiaries to, assign, transfer and convey to the Corporation or the appropriate member of the NMR Group Olin all of IMS HEALTHPrimex's or each such member of the IMS HEALTH GroupSubsidiary's respective right, title and interest in and to any and all NMR Contracts;agreements that, in Olin's sole judgment, relate exclusively to the Oxxx Business.
(iiiii) subject Subject to the provisions of this Section 2.1(f)2.01(g) and the terms of the Ancillary Agreements, any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures inures, in Olin's sole judgment, to the benefit of both the NMR Oxxx Business and the IMS HEALTH Primex Business shall be assigned in part part, on or prior to the Effective Time or as soon as reasonably practicable thereafter, so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;.
(iviii) the The assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") ), shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iiig)(ii), such Assigneethe assignor's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and.
(viv) notwithstanding Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 2 contracts
Samples: Distribution Agreement (Primex Technologies Inc), Distribution Agreement (Olin Corp)
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the NMR Group to, assign, transfer and convey to the appropriate member of the IMS HEALTH Group ITT Industries or ITT Destinations, as applicable, all of the CorporationITT Hartford's or such member of the NMR GroupSubsidiary's respective right, title and interest in and to any and all IMS HEALTH Contracts;agreements that relate exclusively to the ITT Industries Business or ITT Destinations Business, as applicable.
(ii) IMS HEALTH hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR Group all of IMS HEALTH's or such member of the IMS HEALTH Group's respective right, title and interest in and to any and all NMR Contracts;
(iii) subject Subject to the provisions of this Section 2.1(f2.01(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both more than one of the NMR ITT Industries Business, ITT Destinations Business and the IMS HEALTH ITT Hartford Business shall be assigned in part part, on or prior to the Distribution Date or as soon as reasonably practicable thereafter, so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;.
(iviii) the The assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iiif)(ii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and.
(viv) notwithstanding Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 2 contracts
Samples: Distribution Agreement (Itt Industries Inc), Distribution Agreement (Itt Corp /Nv/)
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the NMR Moody's Group to, assign, transfer and convey to the appropriate member of the IMS HEALTH New D&B Group all of the Corporation's or such member of the NMR Moody's Group's respective right, title and interest in and to any and all IMS HEALTH New D&B Contracts;
(ii) IMS HEALTH New D&B hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH New D&B Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR Moody's Group all of IMS HEALTHNew D&B's or such member of the IMS HEALTH New D&B Group's respective right, title and interest in and to any and all NMR Moody's Contracts;
(iii) subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the NMR Moody's Business and the IMS HEALTH New D&B Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;
(iv) the assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and
(v) notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.. 25 22
Appears in 2 contracts
Samples: Distribution Agreement (New D&b Corp), Distribution Agreement (New D&b Corp)
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation D&B hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the NMR D&B Group to, assign, transfer and convey (A) to the appropriate member of the IMS HEALTH Cognizant Group all of the CorporationD&B's or such member of the NMR D&B Group's respective right, title and interest in and to any and all IMS HEALTH Cognizant Contracts;, and (B) to the appropriate member of the ACNielsen Group all of D&B's or such member of the D&B Group's respective right, title and interest in and to any and all ACNielsen Contracts.
(ii) IMS HEALTH Cognizant hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH Cognizant Group to, assign, transfer and convey (A) to the Corporation or the appropriate member of the NMR D&B Group all of IMS HEALTHCognizant's or such member of the IMS HEALTH Cognizant Group's respective right, title and interest in and to any and all NMR D&B Contracts;, and (B) to the appropriate member of the ACNielsen Group all of Cognizant's or such member of the Cognizant Group's respective right, title and interest in and to any and all ACNielsen Contracts.
(iii) ACNielsen hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the ACNielsen Group to, assign, transfer and convey (A) to the appropriate member of the D&B Group all of ACNielsen's or such member of the ACNielsen Group's respective right, title and interest in and to any and all D&B Contracts, and (B) to the appropriate member of the Cognizant Group all of ACNielsen's or such member of the ACNielsen Group's respective right, title and interest in and to any and all Cognizant Contracts.
(iv) Subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both more than one of the NMR D&B Business, Cognizant Business and the IMS HEALTH ACNielsen Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;.
(ivv) the The assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iiif)(iv), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and.
(vvi) notwithstanding Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 2 contracts
Samples: Distribution Agreement (Cognizant Corp), Distribution Agreement (Dun & Bradstreet Corp)
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation D&B hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the NMR D&B Group to, assign, transfer and convey (A) to the appropriate member of the IMS HEALTH Cognizant Group all of the CorporationD&B's or such member of the NMR D&B Group's respective right, title and interest in and to any and all IMS HEALTH Cognizant Contracts;, and (B) to the appropriate member of the ACNielsen Group all of D&B's or such member of the D&B Group's respective right, title and interest in and to any and all ACNielsen Contracts.
(ii) IMS HEALTH Cognizant hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH Cognizant Group to, assign, transfer and convey (A) to the Corporation or the appropriate member of the NMR D&B Group all of IMS HEALTHCognizant's or such member of the IMS HEALTH Cognizant Group's respective right, title and interest in and to any and all NMR D&B Contracts;, and (B) to the appropriate member of the ACNielsen Group all of Cognizant's or such member of the Cognizant Group's respective right, title and interest in and to any and all ACNielsen Contracts.
(iii) ACNielsen hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the ACNielsen Group to, assign, transfer and convey (A) to the appropriate member of the D&B Group all of ACNielsen's or such member of the ACNielsen Group's respective right, title and interest in and to any and all D&B Contracts, and (B) to the appropriate member of the Cognizant Group all of ACNielsen's or such member of the ACNielsen Group's respective right, title and interest in and to any and all Cognizant Contracts.
(iv) Subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both more than one of the NMR D&B Business, Cognizant Business and the IMS HEALTH ACNielsen Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;.
(ivv) the The assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iiif)(iv), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on 24 24 the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and.
(vvi) notwithstanding Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 2 contracts
Samples: Distribution Agreement (Dun & Bradstreet Corp), Distribution Agreement (Acnielsen Corp)
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a1.1(a):
(i) the Corporation CPC hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f1.1(e), it will, and it will cause each member of the NMR CPC Group to, assign, transfer and convey to the appropriate member of the IMS HEALTH Corn Products Group all of the CorporationCPC's or such member of the NMR CPC Group's respective right, title and interest in and to any and all IMS HEALTH Contracts;Corn Products Contracts (except for such Corn Products Contracts to be transferred at a later time as specified on Schedule 1.1(a)(1)).
(ii) IMS HEALTH Corn Products hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f1.1(e), it will, and it will cause each member of the IMS HEALTH Corn Products Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR CPC Group all of IMS HEALTH's Corn Products' or such member of the IMS HEALTH Corn Products Group's respective right, title and interest in and to any and all NMR CPC Contracts;.
(iii) subject Subject to the provisions of this Section 2.1(f1.1(e), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the NMR CPC Business and Corn Products Business shall, to the IMS HEALTH Business shall extent possible, be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;.
(iv) the The assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iiie)(iii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and.
(v) notwithstanding Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits ofof (or in the case of any agreement subject to clause (iii) above, the portion of such benefits), and to permit the intended Assignee to assume liabilities the Liabilities (or the appropriate portion thereof) under, any such agreement.
Appears in 1 contract
Samples: Distribution Agreement (Corn Products International Inc)
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation IMS hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafterthat, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the NMR Group to, assign, transfer and convey to the appropriate member of the IMS HEALTH Group all of the Corporation's or such member of the NMR Group's respective right, title and interest in and to any and all IMS HEALTH Contracts;
(ii) IMS HEALTH hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR ST Group all of IMS HEALTH's IMS' or such member of the IMS HEALTH Group's respective right, title and interest in and to any and all NMR ST Contracts;
(ii) ST hereby agrees that, on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the ST Group to, assign, transfer and convey to IMS or the appropriate member of the IMS Group all of ST's or such member of the ST Group's respective right, title and interest in and to any and all IMS Contracts;
(iii) subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the NMR IMS Business and the IMS HEALTH ST Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;
(iv) the assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and
(v) notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 1 contract
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) IMS hereby agrees that, on or prior to the Corporation Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS Group to, assign, transfer and convey to the appropriate member of the ST Group all of IMS' or such member of the IMS Group's respective right, title and interest in and to any and all ST Contracts;
(ii) ST hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the NMR ST Group to, assign, transfer and convey to IMS or the appropriate member of the IMS HEALTH Group all of the CorporationST's or such member of the NMR ST Group's respective right, title and interest in and to any and all IMS HEALTH Contracts;
(ii) IMS HEALTH hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR Group all of IMS HEALTH's or such member of the IMS HEALTH Group's respective right, title and interest in and to any and all NMR Contracts;
(iii) subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the NMR IMS Business and the IMS HEALTH ST Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;
(iv) the assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and
(v) notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 1 contract
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the NMR RHD Group to, assign, 18 transfer and convey to the appropriate member of the IMS HEALTH New D&B Group all of the Corporation's or such member of the NMR RHD Group's respective right, title and interest in and to any and all IMS HEALTH New D&B Contracts;
(ii) IMS HEALTH New D&B hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH New D&B Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR RHD Group all of IMS HEALTHNew D&B's or such member of the IMS HEALTH New D&B Group's respective right, title and interest in and to any and all NMR RHD Contracts;
(iii) subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the NMR RHD Business and the IMS HEALTH New D&B Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;
(iv) the assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and
(v) notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 1 contract
Transfer of Agreements. Without limiting the generality of the 1the obligations set forth in Section 2.1(a):
(i) the Corporation IMS hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafterthat, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the NMR Group to, assign, transfer and convey to the appropriate member of the IMS HEALTH Group all of the Corporation's or such member of the NMR Group's respective right, title and interest in and to any and all IMS HEALTH Contracts;
(ii) IMS HEALTH hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR ST Group all of IMS HEALTH's IMS' or such member of the IMS HEALTH Group's respective right, title and interest in and to any and all NMR ST Contracts;
(ii) ST hereby agrees that, on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the ST Group to, assign, transfer and convey to IMS or the appropriate member of the IMS Group all of ST's or such member of the ST Group's respective right, title and interest in and to any and all IMS Contracts;
(iii) subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the NMR IMS Business and the IMS HEALTH ST Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;
(iv) the assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and
(v) notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 1 contract
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the NMR Moody's Group to, assign, transfer and convey to the appropriate member of the IMS HEALTH New D&B Group all of the Corporation's or such member of the NMR Moody's Group's respective right, title and interest in and to any and all IMS HEALTH New D&B Contracts;
(ii) IMS HEALTH New D&B hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH New D&B Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR Moody's Group all of IMS HEALTHNew D&B's or such member of the IMS HEALTH New D&B Group's respective right, title and interest in and to any and all NMR Moody's Contracts;
(iii) subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the NMR Moody's Business and the IMS HEALTH New D&B Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;
(iv) the assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and
(v) notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 1 contract
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):): 18 15
(i) the Corporation hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the NMR RHD Group to, assign, transfer and convey to the appropriate member of the IMS HEALTH New D&B Group all of the Corporation's or such member of the NMR RHD Group's respective right, title and interest in and to any and all IMS HEALTH New D&B Contracts;
(ii) IMS HEALTH New D&B hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH New D&B Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR RHD Group all of IMS HEALTHNew D&B's or such member of the IMS HEALTH New D&B Group's respective right, title and interest in and to any and all NMR RHD Contracts;
(iii) subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the NMR RHD Business and the IMS HEALTH New D&B Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;
(iv) the assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and
(v) notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 1 contract
Samples: Distribution Agreement (Dun & Bradstreet Corp /De/)
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation IMPCO hereby agrees that that, on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f2.1(g), it will, and it will cause each member of the NMR IMPCO Group to, assign, transfer and convey to the appropriate member of the IMS HEALTH Quantum Group all of the CorporationIMPCO's or such member of the NMR IMPCO Group's respective right, title and interest in and to any and all IMS HEALTH Quantum Contracts;.
(ii) IMS HEALTH Quantum hereby agrees that that, on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f2.1(g), it will, and it will cause each member of the IMS HEALTH Quantum Group to, assign, transfer and convey to the Corporation IMPCO or the appropriate member of the NMR IMPCO Group all of IMS HEALTHQuantum's or such member of the IMS HEALTH Quantum Group's respective right, title and interest in and to any and all NMR IMPCO Contracts;.
(iii) subject Subject to the provisions of this Section 2.1(f2.1(g), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the NMR Business and the IMS HEALTH Business Joint Contracts shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under each such agreement;.
(iv) the The assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all past, present and future obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iiig)(iii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and.
(v) notwithstanding Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, neither this Agreement nor any Ancillary Agreement shall not constitute an agreement to assign or an assignment of any agreement, in whole or in part, or any rights thereunder if the agreement to assign, attempt to assign or attempt to assignassignment, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
(vi) Without limiting the generality of the provisions of paragraph (g)(v) above:
(A) If the parties do not obtain a required consent to the assignment by IMPCO to Quantum of any Quantum Contract which contains provisions for the benefit of IMPCO protecting the confidentiality of proprietary information ("Confidentiality Provisions"), IMPCO shall, upon the request of Quantum and at Quantum's sole expense (including disbursements and costs of salaries, plus a fixed rate in the amount of thirty percent (30%) of such salaries to cover employee benefits, and all other out-of-pocket expenses incurred by IMPCO in connection therewith), promptly enforce any breaches by a third party of any such Confidentiality Provisions, and thereafter shall remit to Quantum any proceeds of any such enforcement efforts promptly after receipt thereof (after deduction therefrom of any enforcement expenses not theretofore reimbursed by Quantum). Quantum shall cooperate fully with and provide assistance to IMPCO in connection with the enforcement of any such Confidentiality Provisions.
(B) If the parties do not obtain a required consent to the assignment by Quantum to IMPCO of any IMPCO Contract which Confidentiality Provisions for the benefit of Quantum, Quantum shall, upon the request of IMPCO and at IMPCO's sole expense (including disbursements and costs of salaries, plus a fixed rate in the amount of thirty percent (30%) of such salaries to cover employee benefits, and all other out-of-pocket expenses incurred by Quantum in connection therewith), promptly enforce any breaches by a third party of any such Confidentiality Provisions, and thereafter shall remit to IMPCO any proceeds of any such enforcement efforts promptly after receipt thereof (after deduction therefrom of any enforcement expenses not theretofore reimbursed by IMPCO). IMPCO shall cooperate fully with and provide assistance to Quantum in connection with the enforcement of any such Confidentiality Provisions.
(C) If the parties do not obtain a required consent to the assignment by IMPCO to Quantum of any agreement with an independent contractor constituting a Quantum Contract which contains invention assignment provisions ("Invention Assignment Provisions") for the benefit of IMPCO, and if, in accordance with paragraph (v) above, the parties enter into an arrangement to provide Quantum the benefits of such Quantum Contract, then IMPCO shall, upon the request of Quantum and at Quantum's sole expense (including disbursements and costs of salaries, plus a fixed rate in the amount of thirty percent (30%) of such salaries to cover employee benefits, and all other out-of-pocket expenses incurred by IMPCO in connection therewith), promptly enforce any such Invention Assignment Provisions and promptly assign to Quantum all of IMPCO's rights to any such Technology assigned to IMPCO under any such Invention Assignment Provisions. Quantum shall cooperate fully with and provide assistance to IMPCO in connection with the enforcement of any such Invention Assignment Provisions.
(D) If the parties do not obtain a required consent to the assignment by Quantum to IMPCO of any agreement with an independent contractor constituting an IMPCO Contract which contains Invention Assignment Provisions for the benefit of Quantum, and if, in accordance with paragraph (g)(v) above, the parties enter into an arrangement to provide IMPCO the benefits of such IMPCO Contract, then Quantum shall, upon the request of IMPCO and at IMPCO's sole expense (including disbursements and costs of salaries, plus a fixed rate in the amount of thirty percent (30%) of such salaries to cover employee benefits, and all other out-of-pocket expenses incurred by Quantum in connection therewith), promptly enforce any such Invention Assignment Provisions and promptly assign to IMPCO all of Quantum's rights to any such Technology assigned to Quantum under any such Invention Assignment Provisions. IMPCO shall cooperate fully with and provide assistance to Quantum in connection with the enforcement of any such Invention Assignment Provisions.
Appears in 1 contract
Samples: Contribution and Distribution Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the NMR Moody's Group to, assign, transfer and convey to the appropriate member of the IMS HEALTH New D&B Group all of the Corporation's or such member of the NMR Moody's Group's respective right, title and interest in and to any and all IMS HEALTH New D&B Contracts;
(ii) IMS HEALTH New D&B hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH New D&B Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR Moody's Group all of IMS HEALTHNew D&B's or such member of the IMS HEALTH New D&B Group's respective right, title and interest in and to any and all NMR Moody's Contracts;
(iii) subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the NMR Moody's Business and the IMS HEALTH New D&B Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;
(iv) the assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and
(v) notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 1 contract
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation D&B hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the NMR D&B Group to, assign, transfer and convey (A) to the appropriate member of the IMS HEALTH Cognizant Group all of the CorporationD&B's or such member of the NMR D&B Group's respective right, title and interest in and to any and all IMS HEALTH Cognizant Contracts;, and (B) to the appropriate member of the ACNielsen Group all of D&B's or such member of the D&B Group's respective right, title and interest in and to any and all ACNielsen Contracts.
(ii) IMS HEALTH Cognizant hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH Cognizant Group to, assign, transfer and convey (A) to the Corporation or the appropriate member of the NMR D&B Group all of IMS HEALTHCognizant's or such member of the IMS HEALTH Cognizant Group's respective right, title and interest in and to any and all NMR D&B Contracts;, and (B) to the appropriate member of the ACNielsen Group all of Cognizant's or such member of the Cognizant Group's respective right, title and interest in and to any and all ACNielsen Contxxxxx. 00 00
(iiixxx) XXXxxxxxx xxxeby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the ACNielsen Group to, assign, transfer and convey (A) to the appropriate member of the D&B Group all of ACNielsen's or such member of the ACNielsen Group's respective right, title and interest in and to any and all D&B Contracts, and (B) to the appropriate member of the Cognizant Group all of ACNielsen's or such member of the ACNielsen Group's respective right, title and interest in and to any and all Cognizant Contracts.
(iv) Subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both more than one of the NMR D&B Business, Cognizant Business and the IMS HEALTH ACNielsen Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;.
(ivv) the The assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iiif)(iv), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and.
(vvi) notwithstanding Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 1 contract
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a1.1(a):
(i) the Corporation CPC hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f1.1(e), it will, and it will cause each member of the NMR CPC Group to, assign, transfer and convey to the appropriate member of the IMS HEALTH Corn Products Group all of the CorporationCPC's or such member of the NMR CPC Group's respective right, title and interest in and to any and all IMS HEALTH Contracts;Corn Products Contracts (except for such Corn Products Contracts to be transferred at a later time as specified on Schedule 1.1(a)(1)).
(ii) IMS HEALTH Corn Products hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f1.1(e), it will, and it will cause each member of the IMS HEALTH Corn Products Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR CPC Group all of IMS HEALTH's Corn Products' or such member of the IMS HEALTH Corn Products Group's respective right, title and interest in and to any and all NMR CPC Contracts;.
(iii) subject Subject to the provisions of this Section 2.1(f1.1(e), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the NMR CPC Business and Corn Products Business shall, to the IMS HEALTH Business shall extent possible, be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;.
(iv) the The assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iiie) (iii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and.
(v) notwithstanding Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits ofof (or in the case of any agreement subject to clause (iii) above, the portion of such benefits), and to permit the intended Assignee to assume liabilities the Liabilities (or the appropriate portion thereof) under, any such agreement.
Appears in 1 contract
Samples: Distribution Agreement (Corn Products International Inc)
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation Olin hereby agrees that on at or prior ----------------------- to the Distribution Date Effective Time or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f)2.01(g) and the terms of the Ancillary Agreements, it will, and it will cause each member its Subsidiaries (other than Primex or any of the NMR Group its Subsidiaries) to, assign, transfer and convey to the appropriate member of the IMS HEALTH Group Primex all of the CorporationOlin's or such member of the NMR Group's Subsidiaries' respective right, title and interest in and to any and all IMS HEALTH Contracts;
(ii) IMS HEALTH agreements that, in Olin's sole judgment, relate exclusively to the Primex Business. Primex hereby agrees that on at or prior to the Distribution Date Effective Time or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f2.01(g), it will, and it will cause each member of the IMS HEALTH Group its Subsidiaries to, assign, transfer and convey to the Corporation or the appropriate member of the NMR Group Olin all of IMS HEALTHPrimex's or such member of the IMS HEALTH Group's Subsidiaries' respective right, title and interest in and to any and all NMR Contracts;agreements that, in Olin's sole judgment, relate exclusively to the Xxxx Business.
(iiiii) subject Subject to the provisions of this Section 2.1(f)2.01(g) and the terms of the Ancillary Agreements, any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures inures, in Olin's sole judgment, to the benefit of both the NMR Xxxx Business and the IMS HEALTH Primex Business shall be assigned in part part, on or prior to the Effective Time or as soon as reasonably practicable thereafter, so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;.
(iviii) the The assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") ), shall assume and agree to pay, perform, and fully discharge all obligations of the assignor Olin under such agreement or, in the case of a partial assignment under paragraph (f)(iiig)(ii), such AssigneePrimex's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and.
(viv) notwithstanding Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
Appears in 1 contract
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation MRI hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member its Subsidiaries (other than MFCI or MHCI or any of the NMR Group their respective Subsidiaries) to, assign, transfer and convey to the appropriate member of the IMS HEALTH Group MFCI or MHCI, as applicable, all of the CorporationMRI's or such member of the NMR GroupSubsidiary's respective right, title and interest in and to any and all IMS HEALTH Contracts;agreements that relate exclusively to the MFCI Business or MHCI Business, as applicable, to the extent such agreements were not previously so transferred.
(ii) IMS HEALTH hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS HEALTH Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR Group all of IMS HEALTH's or such member of the IMS HEALTH Group's respective right, title and interest in and to any and all NMR Contracts;
(iii) subject Subject to the provisions of this Section 2.1(f)) and except as any Ancillary Agreement may otherwise provide, any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both more than one of the NMR RTI Business, MFCI Business and the IMS HEALTH MHCI Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;.
(iviii) the The assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iii)Section 2.1 and except as any Ancillary Agreement may otherwise provide, such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties (or other predecessors) prior to the Distribution; and.
(viv) notwithstanding Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained; provided, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so however, that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreementprovisions of Section 2.13 shall be applicable thereto.
Appears in 1 contract
Transfer of Agreements. Without limiting the generality of the obligations set forth elsewhere in Section 2.1(a):this Agreement or in the Ancillary Agreements:
(a) Prior to or at the Effective Time, ATAPCO and the members of the ATAPCO Group shall take any and all actions necessary or appropriate to transfer duly and validly all transferable agreements or contracts of the ATAPCO Group as follows:
(i) the Corporation hereby agrees to entities that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member be members of the NMR Group toNew ATAPCO Group, assign, transfer and convey to the appropriate member of the IMS HEALTH Group all of the Corporation's such agreements or such member of the NMR Group's respective right, title and interest in and to any and all IMS HEALTH contracts that are New ATAPCO Contracts;
(ii) IMS HEALTH hereby agrees to entities that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member be members of the IMS HEALTH Group toATRECO Group, assign, transfer and convey to the Corporation all such agreements or the appropriate member of the NMR Group all of IMS HEALTH's or such member of the IMS HEALTH Group's respective right, title and interest in and to any and all NMR contracts that are ATRECO Contracts;
(iii) subject to entities that will be members of the Gateway Group, all such agreements or contracts that are Gateway Contracts;
(iv) to entities that will be members of the Xxxxxxx Group, all such agreements or contracts that are Xxxxxxx Contracts; and
(v) to entities that will be members of the Baltimore Management Group, all such agreements or contracts that are Baltimore Management Business Contracts.
(b) To the extent any transfers required by Section 4.4(a) are not made prior to or at the Effective Time, each of New ATAPCO, ATRECO, Gateway, Xxxxxxx and Baltimore Management shall cause such transfers to be made as soon as practicable following the Exchange Date and, to the extent possible, effective at the Effective Time.
(c) The parties hereto shall use their commercially reasonable efforts to obtain required consents to the transfer and/or assignment of agreements and contracts hereunder as contemplated by this Agreement or any Ancillary Agreement.
(d) Subject to the provisions of this Section 2.1(f)4.4, any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both more than one of the NMR New ATAPCO Business, the ATRECO Business, the Gateway Business, the Xxxxxxx Business and the IMS HEALTH Baltimore Management Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;.
(ive) the The assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall be liable for and shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iiiSection 4.4(d), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; andEffective Time.
(vf) notwithstanding Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.
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Samples: Agreement and Plan of Reorganization (American Trading & Production Corp)