Commingled Contract definition

Commingled Contract means any contract, contract right, bid, tender, purchase order or other agreement, whether written or oral, relating both to (a) the Business and (b) one or more other businesses of Seller or any Affiliate of Seller.

Commingled Contract means any Contract (regardless of whether included in Purchased Assets) entered into prior to the Closing which is between Seller or any of its Affiliates, on the one hand, and one or more third parties, on the other hand, that directly benefit both (x) any Purchased Assets or the Business, on the one hand, and (y) any Excluded Assets or any business of Seller or its Affiliates other than the Business, on the other hand.

Commingled Contract has the meaning set forth in Section 4.20(a).

Examples of Commingled Contract in a sentence

• In furtherance of the foregoing, if Seller or any of its Affiliates (other than the Conveyed Companies), on the one hand, or Purchaser or any of its Affiliates (including the Conveyed Companies), on the other hand, receives any benefit or payment which under any Commingled Contract was intended for the other, Seller and Purchaser shall, and shall cause their respective Affiliates to, deliver such benefit or payment to the other party.

• Notwithstanding the foregoing, in the event of any conflict between this Section 1.8(a) and the Transition Services Agreement with respect to any particular Commingled Contract, the Transition Services Agreement shall govern.

• Seller agrees that, subject to Section 4.12(g), the Divided Commingled Contracts, together with the Transferred Business Contracts set forth on Section B-3 of the Seller Disclosure Letter, will include all material Contracts as of immediately prior to the Closing that relate to both the Business and the business of Seller and its Affiliates other than the Business (other than to the extent any such Divided Commingled Contract is terminated by the counterparty or expires in accordance with its terms).

• Notwithstanding anything to the contrary herein, this Agreement and the consummation of the Transaction shall not be construed as an attempt or agreement to assign any contract or rights thereunder, including any rights under a Commingled Contract, or other right, which by its terms or by Law is not assignable without the consent of a third-party or a Governmental Entity or is cancelable by a third-party in the event of an assignment, unless and until such consent shall have been obtained.

• Promptly after the date hereof, the Seller Parties shall, at the Seller Parties’ sole cost and expense, use their commercially reasonable efforts to identify all Commingled Contracts (other than a Commingled Contract for Administration Software (“CCAS”)) and provide a schedule of such identified Commingled Contracts to the Buyer and to supplement such schedule from time to time after the initial delivery thereof if additional Commingled Contracts are subsequently identified by either party.

More Definitions of Commingled Contract

Commingled Contract means any Contract (other than any Dual-Use Contract) to which any member of Remainco Group is a party and relating to both (a) the Spinco Business and (b) the Remainco Business.

Commingled Contract means any Contract (including IT Contracts) used or held for use in the Business and also in the business of the Seller or its Retained Subsidiaries other than the Business, other than Intellectual Property license agreements.

Commingled Contract means any Contract to which any member of the SpinCo Group is a party and relating to both (a) the Therapeutics Business and (b) the CGRP Business.

Commingled Contract means any Contract, whether written or oral, relating both to (i) the Business and (ii) one or more other businesses of Seller or any Affiliate of Seller, but in each case specifically excluding any Contracts related to the provision of Shared Services.

Commingled Contract shall have the meaning set forth in Section 2.8.

Commingled Contract means any Contract between a member of the Seller Group, on the one hand, and a third party, on the other hand, that relates to the MMIS Business and to one or more business units of the Remaining Seller Group.

Commingled Contract means any Contract pursuant to which a Person other than Seller or its Affiliates provides assets, services, rights or benefits to Seller or one or more of its Affiliates in respect of (a) the Business and (b) one or more other businesses of Seller and its Affiliates.