Shared Business Contracts definition

Shared Business Contracts means any Contract which relates both:

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Shared Business Contracts has the meaning set forth in Section 4.18(a).

Shared Business Contracts means (a) the Contracts between Parent or its Affiliates, on the one hand, and unrelated third parties, on the other hand, that are not primarily related to the Galleria Business (or, in the case of the Non-Color Caldera Business portion of the Galleria Business, exclusively related to the Non-Color Caldera Business) and pursuant to which either (i) the Galleria Business received (including as accounts receivable) or paid (including as accounts payable) an aggregate amount of at least $5,000,000 in the 12 month period ended June 30, 2014, or (ii) the Galleria Business received or would reasonably be expected to receive (including as accounts receivable) or pay (including as accounts payable) an aggregate amount of at least $5,000,000 in any future 12 month period ended June 30, (b) the Galleria Business receives material Intellectual Property rights which are not Excluded IP Assets and (c) the Contracts set forth on Section 3.08(b) of the Parent Disclosure Letter under “Shared Business Contracts”; provided, however, that from and after any Retained Business Cut-Off Date, all references to the Galleria Business in this definition of “Shared Business Contracts” shall be deemed to be references to the then-current Adjusted Galleria Business and any Shared Business Contract listed on Section 3.08(b) of the Parent Disclosure Letter that does not relate to the Adjusted Galleria Business will be deemed to be automatically removed from Section 3.08(b) of the Parent Disclosure Letter.

Examples of Shared Business Contracts in a sentence

Prior to Closing, each Seller and the Purchaser shall discuss and agree in good faith a process to identify all material Shared Business Contracts.
The Parties acknowledge that the EDS Entities will no longer be members of the Seller’s Group after Completion and as such will no longer be entitled to the rights and benefits to the extent inuring to the EDS Business under any such Shared Business Contracts.
Prior to Closing, the Seller and the Purchaser shall discuss and agree in good faith a process to identify all material Shared Business Contracts.
From Closing, the Purchaser shall have the right to full disclosure of all Transferred Contracts and Full Disclosure of the Relevant Part of the Shared Business Contracts and each Seller shall use reasonable efforts to facilitate such disclosure as soon as reasonably practicable.
From Closing, the Purchaser shall have the right to full disclosure of all Transferred Contracts and Full Disclosure of the Relevant Part of the Shared Business Contracts and the Seller shall use reasonable efforts to facilitate such disclosure as soon as reasonably practicable.
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).
The provisions of Part 2 of Schedule 5 shall apply with respect to the Shared Consumer Contracts and the Shared Business Contracts.
The Preliminary Working Capital Statement shall also set out in reasonable detail any prepaid expenses attributable to Non-Assignable Contracts and Shared Business Contracts that were not included in the Closing Date Net Working Capital because the applicable Assignment Consent was not obtained or such Shared Business Contract was not split as of the Closing Date.
Nothing in this Section 6.11(b) will be deemed to apply to any Shared Business Contract, it being understood that Shared Business Contracts are governed by Section 6.11(c).
From Closing the Purchaser shall have the right to full disclosure of all Transferred Contracts and Full Disclosure of the Relevant Part of the Shared Business Contracts (other than the Relevant Part of any Mixed Contracts) and the Seller shall use reasonable efforts to facilitate such disclosure as soon as reasonably practicable.

More Definitions of Shared Business Contracts

Shared Business Contracts means any Contract of any member of either Group that (a) relates to both the LW Business and the Retained Business and (b) is set forth on Schedule 7.06.

Shared Business Contracts means any Contract between a member of the Seller’s Group (excluding the Flu Group Companies) on the one hand, and any person who is not a member of the Seller’s Group, on the other hand, which is not Predominantly Related to the Business to be transferred to the Purchaser at Closing or Delayed Closing, as applicable but is a Contract under which a Flu Group Company or a Business Seller has a right to receive products or services in connection with the operation of the Business, and “Shared Business Contract” shall mean any of them;

Shared Business Contracts means those Contracts to which any member of the ICI Group (other than the Companies) is a party as at Completion and which relate to both the Business or the Business Assets and the Excluded Businesses of any member Back to Contents of the ICI Group and which (a) predominantly relate to the Business or the Business Assets (b) are listed in Part 1 (Shared Business Contracts) of Schedule 22 (Shared Contracts) or (c) are Shared VAM Contracts but (in any case) excluding (i) any lease or licence of any of the Business Properties; (ii) Environmental Permits; (iii) the Guarantees; (iv) any employment or services agreements entered into with any of the Employees or former employees, and (v) the Excluded Contracts;

Shared Business Contracts means each Business Contract that relates to Sellers’ business activities other than (i) the Business or (ii) the Business and the Advalytix Business.

Shared Business Contracts means any Contract of any member of either Group that (a) relates to both the LW Business and the Retained Business and (b) is set forth on Schedule 7.06 .