Shared Contract definition

Shared Contract shall have the meaning set forth in Section 2.8(a).

Shared Contract means any Contract to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound and that (a) is material to the operation or conduct of the Business, and (b) constitutes an Excluded Asset (but does not relate to any billing, order entry, fulfillment, accounting, finance, collections or other ancillary or corporate shared services provided by the Company or its Subsidiaries or other corporate centralized functional organizations within or controlled by the Company or its Subsidiaries).

Shared Contract means any Contract of any member of either Group with a third party that relates in any material respect to both the SpinCo Business and the Nuance Business, in each case that is set forth on Schedule VIII.

Examples of Shared Contract in a sentence

• Except for licenses provided to the Group Companies pursuant to a Shared Contract, the Group Companies have obtained and possess valid licenses to use all of the software present on the computers and other software-enabled electronic devices that the Group Companies own or lease or that they have otherwise provided to their Employees and Independent Contractors for their use in connection with the respective businesses of the Group Companies.

• All software, technology and IT Systems used by the Group Companies are (i) owned by one or more of the Group Companies, (ii) provided to the Group Companies pursuant to a Shared Contract, or (iii) provided to the Group Companies pursuant to a Contract set forth on Schedule 3.1(32)(a) of the Disclosure Letter.

• Seller shall not renew any expired Shared Contract without the prior written consent of Purchaser, unless Purchaser and its Affiliates are no longer party to such renewed Contracts or do not bear any costs, Liabilities, burdens or other obligations with respect to such renewed Contracts.

• Any new Contract to be entered into for matters relating to the Business, and any partial assignment, modification or amendment of any Shared Contract for matters relating to the Business, pursuant to this Section 6.16 shall be deemed to be an Assumed Contract for all purposes hereunder.

More Definitions of Shared Contract

Shared Contract means any contract or agreement that relates to both the Business and the businesses retained by the Sellers and/or their Affiliates, provided in no event shall a national or worldwide contract (for example, global commodities procurement agreements) of the Sellers or their Affiliates be deemed to be a “Shared Contract”. For the avoidance of doubt, all Shared Contracts are expressly excluded from the respective definitions of, and should not be considered, “Material Contracts” or “Specified Non-Transferring Contracts”.

Shared Contract means any contract or agreement of any member of either Group that relates in any material respect to both the BNED Business and the B&N Business; provided that the Parties may, by mutual consent, elect to include in, or exclude from, this definition any contract or agreement.

Shared Contract means the Contracts listed or described on Schedule 2.3(a).

Shared Contract has the meaning as set forth in Section 1.02.

Shared Contract has the meaning set forth in Section 6.16(c).

Shared Contract means (a) the Contracts set forth on Schedule 1.01(d), (b) any Contract mutually agreed to by the Parties to be a Shared Contract pursuant to Section 6.13(a) and (c) any Contract identified by Buyer and Sellers pursuant to Section 6.13(a) that is entered into by a Seller with a Third Party to obtain goods or services that relates both to the Business (or the Transferred Assets) and the other business of Sellers or its Affiliates (or to the Excluded Assets).

Shared Contract means any contract or agreement of any member of either Group that relates in any material respect to both the Valvoline Business and the Ashland Global Business, including the contracts and agreements set forth on Schedule VI; provided that the Parties may, by mutual written consent, elect to include in, or exclude from, this definition any contract or agreement.