Examples of Shared Business Contract in a sentence
Immediately after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyers with their applicable rights and benefits under each Shared Business Contract by assisting the respective Sellers and/or Buyers in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”).
Following the Closing, the Parties desire for themselves and for the benefit of Sellers and Buyers, respectively, to have and obtain the rights and benefits under each Shared Business Contract to the extent related to the continuing business of the Buyers and Sellers.
The costs of entering into a new Contract or Contract(s) shall be borne by Seller Parent, in the case of a Shared Business Contract that is a Business Contract or Buyer Parent, in the case of a Shared Business Contract that is not a Business Contract.
For the avoidance of doubt, no part of any such Shared Business Contract shall be severed and transferred to the Purchaser in so far as it relates to the Seller’s Group Retained Business, any product other than the Products or any Excluded Asset.
It is the intent of the Parties that, in respect of such Shared Business Contract, the costs of pursuing, and the benefits arising from, such Action will be allocated between Acquiror and Seller in a manner proportionate to the recoverable damages incurred by the Snacks Business, on the one hand, and the other businesses of the Seller Group, on the other hand.
The Purchaser may on notice to the Seller elect to take the rights and obligations of the Relevant Part of any Shared Business Contract.
Nothing in this Section 1.08(a) will be deemed to (A) constitute or require a waiver by any of the Parties of any of the closing conditions set forth in Article VII, including the receipt of the Governmental Approvals or (B) apply to any Shared Business Contract, it being understood that Shared Business Contracts are governed by Section 1.08(b).
Entry in the ordinary course of business into any Contract in furtherance of the terms of any Shared Business Contract or Transferred Contract including: (i) the delivery of any forecast and order letter pursuant to the terms of a manufacturing or supply agreement; (ii) entry into a material transfer agreement pursuant to any research or collaboration agreement; or (iii) the entry into any quality agreement or commercial agreement pursuant to an existing supply or distribution agreement.
If any IT Contract is a Shared Business Contract, the costs or expenses paid or payable to any non-adviser third party in connection with entering into a new Contract or Contract(s) shall be borne by Buyer Parent.
For the avoidance of doubt, no part of any such Shared Business Contract shall be severed and transferred to any Purchaser in so far as it relates to Novartis’s Retained Business, any product other than the Products or any Excluded Asset.