Overhead and Shared Services means ancillary corporate or shared services provided to or in support of the Transferred Business that are general corporate or other overhead services or provided to both (i) the Transferred Business and (ii) other businesses of the Seller and its Affiliates, including access to hardware and software related to research and development services, use of Intellectual Property, travel and entertainment services, temporary labor services, office supplies services (including copiers and faxes), personal telecommunications services, computer hardware and software services, fleet leasing and administration services, energy/utilities services (including associated hedging operations and services), National Contracts, treasury services, communication and public relations services, legal and regulatory services, risk management and insurance services (including workers’ compensation and all other business-related insurance administration), payroll services, sales and marketing support services, purchasing and sourcing services, technical product sales and support services, manufacturing and mining technical support services, information technology and telecommunications services, master file administration services, accounting and financial reporting services, tax services, internal audit services, executive management services, investor relations services, human resources and employee relations management services, employee benefits and pension administration services (including employee health plan administration services), health and safety administration and planning services, credit, collections and accounts payable services, supply chain management and logistics services, property management services, land administration services, geological services, environmental support services and customs and excise services, in each case including services relating to the provision of access to information, operating and reporting systems and databases and all hardware and software or other Intellectual Property used in connection therewith. Overhead and Shared Services shall not include any item in the previous sentence that is (A) exclusive to the Transferred Business, rather than shared with any other line of business or the general corporate operations of the Seller and its Affiliates and (B) provided solely by the Transferred Business or solely by using Transferred Employees and/or Assets.
Overhead and Shared Services means all overhead and shared services, including financial reporting, legal, tax, compliance, internal audit, insurance program, treasury management, procurement, field maintenance and testing, real estate, investor relations, corporate communications, travel, human resources, ethics compliance, risk management, software licenses, information technology services and other corporate shared services, that are furnished by or on behalf of Seller or any of its Affiliates (other than any Transferred Entity) in the ordinary course of business to both the Business and the Retained Businesses.
Overhead and Shared Services means corporate or shared services provided to or in support of the Business that are general corporate or other overhead services and are provided to both (a) the Business and (b) other businesses or business segments of any Seller, including travel and entertainment services, temporary labor services, office supplies services (including copiers and faxes), personal telecommunications services, computer hardware and software services, fleet services, energy/utilities services, procurement and supply arrangements, treasury services, public relations, legal, compliance and risk management services (including workers’ compensation), payroll services, sales and marketing support services, information technology and telecommunications services, accounting services, tax services, human resources and employee relations management services, employee benefits services, credit, collections and accounts payable services, logistics services, property management services, environmental support services and customs and excise services, in each case including services relating to the provision of access to information, operating and reporting systems and databases and including all hardware and software or other intellectual property necessary for or used in connection therewith.
Examples of Overhead and Shared Services in a sentence
Purchaser further acknowledges that, except as otherwise expressly provided in the Transition Services Agreement, all such Overhead and Shared Services shall cease, and any agreement with Seller or any Affiliate of Seller in respect thereof shall terminate, as of the Closing Date.
Except as otherwise expressly provided in the Transition Services Agreement, all Overhead and Shared Services provided to the Business shall cease as of the Closing Date.
The Purchaser acknowledges and agrees that, except as otherwise expressly provided in the Transition Services Agreement, effective as of the Closing Date (i) all Overhead and Shared Services provided to the Business (except the Transferred Overhead and Shared Services) shall cease and (ii) the Sellers or their Affiliates shall have no further obligation to provide any Overhead and Shared Services to the Business.
Purchaser acknowledges and agrees that, except as otherwise expressly provided in the Transition Services Agreement and the other Ancillary Agreements (as applicable), effective as of the Closing Date, (i) all Overhead and Shared Services provided to the Business shall cease and (ii) the Seller Parties and their Affiliates shall have no further obligation to provide any Overhead and Shared Services to the Business.
The Audited Financial Information reflects the historical operation of the Business (including the Overhead and Shared Services and the Excluded Assets) for the periods specified therein.
More Definitions of Overhead and Shared Services
Overhead and Shared Services has the meaning specified in the definition of “Excluded Assets”.
Overhead and Shared Services means all ancillary or corporate shared services that are provided by Seller or any of its Affiliates to both the Business and the Retained Businesses and are not primarily related to the Business, which are marketing, public relations and communications, public affairs, investor relations, legal and compliance (including healthcare regulatory, privacy and other compliance involving Governmental Bodies), the corporate secretarial function, treasury, Tax, financial, audit and statutory reporting, accounting and auditing, insurance and information technology. If any of the foregoing primarily relates to the Business, only the portion of such service that relates to the Business shall be deemed a part of the Business.
Overhead and Shared Services means any ancillary or corporate shared services that are furnished by or on behalf of Seller or any of the Seller Subsidiaries to both the Business and any other business of Seller or the Seller Subsidiaries.
Overhead and Shared Services means (i) in the case of the Rhino Institutional Pharmacy Business, ancillary corporate or shared services provided by Rhino and its Subsidiaries (other than the RhinoRx Entities) to or in support of the Rhino Institutional Pharmacy Business that are general corporate or other overhead services or provided to both the Rhino Institutional Pharmacy Business and other businesses of Rhino and its Subsidiaries and (ii) in the case of the Hippo Institutional Pharmacy Business, ancillary corporate or shared services provided by Hippo and its Subsidiaries (other than the HippoRx Entities) to or in support of the Hippo Institutional Pharmacy Business that are general corporate or other overhead services or provided to both the Hippo Institutional Pharmacy Business and other businesses of Hippo and its Subsidiaries, in the case of either (i) or (ii), which may include, as applicable, access to hardware and software related to general corporate or overhead functions, travel and entertainment services, temporary or contract labor services, office supplies services (including copiers), computer hardware and software services, fleet services, energy/utilities services, procurement, sales and marketing services, treasury and cash processing services, public relations, legal and risk management (including insurance) services (including workers’ comp), executive office expense, payroll services, information technology and telecommunications services, consolidation and technical accounting, tax services, accounting and internal audit services, employee benefits services, credit, billing, collections, accounts receivable and accounts payable services, freight, logistics and expediter services, property management services and environmental support services, in each case including services relating to the provision of access to information, operating and reporting systems and databases and all hardware and software used in connection therewith.
Overhead and Shared Services means ancillary corporate or shared services provided to or in support of the Business that are general corporate or other overhead services or provided to both the Business and other businesses of Seller and its Subsidiaries, including access to hardware and software related to research and development services, use of Intellectual Property Rights, travel and entertainment services, temporary labor services, office supplies services (including copiers and faxes), personal telecommunications services, computer hardware and software services, fleet services, energy/utilities services, procurement and supply arrangements, treasury services, public relations, legal and risk management services (including workers’ compensation), payroll services, sales and marketing support services, information technology and telecommunications services, accounting services, tax services, internal audit services, human resources and employee relations management services, employee benefits services, credit, collections and accounts payable services, logistics services, property management services, environmental support services and customs and excise services, in each case including services relating to the provision of access to information, operating and reporting systems and databases and all hardware and software or other intellectual property used in connection therewith. Overhead and Shared Services shall not include any item in the previous sentence that is (a) exclusive to the Business, rather than shared with any other line of business or the general corporate operations of Seller, and (b) provided solely by or using Transferred Employees and Assets.
Overhead and Shared Services means corporate or shared services provided by or at the direction of Seller to both the Business and one or more other businesses of the Seller Parties and their Affiliates, including travel and entertainment services, office supplies services (including scanning machines used by the Business, copy machines and fax machines), transportation and warehousing services, personal telecommunications services, computer hardware and software services, automotive fleet services, energy/utilities services, procurement and supply arrangements, research and development, treasury services, learning management services, library services, translation services, technical writing services, public relations, legal, compliance and risk management services (including workers’ compensation), payroll services, sales and marketing services, information technology and telecommunications services, call center services, accounting services, tax services, internal audit services, executive management services, investor relations services, human resources and employee relations management services, employee benefits services, credit, collections and accounts payable services, credit card services, property management services, health, safety and environmental services, environmental support services and customs and excise services, in each case including services relating to the provision of access to information, operating and reporting systems and databases and including all hardware and software or other Intellectual Property necessary for or used in connection therewith. Overhead and Shared Services shall not include any item in the previous sentence solely to the extent, in each case, that it is provided by the Business or by using Transferred Employees or any of the Transferred Assets.
Overhead and Shared Services means the following ancillary or corporate shared services that are provided to the Acquired Group Companies by Seller or its Affiliates (other than the Acquired Group Companies): travel and entertainment services; temporary labor services; office supplies services (including copiers and faxes); personal telecommunications services (including email); computer/telecommunications maintenance and support services; fleet services; energy/utilities services; procurement and supply arrangements; treasury services; financial reporting services; public relations; legal services; risk management services; payroll services; telephone/data connectivity services; disaster recovery services; accounting services; tax services; internal audit services; executive management services; investor relations services; human resources and employee relations management services; employee benefits services; credit, collections and accounts payable services; property management services; environmental support services; and customs and excise services.