Shared Contract Rights definition

Shared Contract Rights means those provisions and rights under each Shared Contract to the extent that they relate to the Acquired Business or the Excluded Business, as applicable.
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Shared Contract Rights means those provisions and rights under each Shared Contract to the extent they relate to the Business or Purchased Assets and are attributable to the period on and after the Closing.
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Shared Contract Rights shall have the meaning set forth in Section 2.11(a).
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Examples of Shared Contract Rights in a sentence

  • Section 8.3(b) Shared Contract Rights........................................................................................

  • All rights and Liabilities which arise under an Allocable Shared Contract other than the Shared Contract Rights and the Shared Contract Liabilities shall in all cases be included in the Excluded Assets and the Retained Liabilities, as applicable.

  • Prior to Closing, Seller shall, in cooperation with Buyer, use its reasonable best efforts to identify Shared Contracts containing Shared Contract Rights and Shared Contract Obligations that, in each case, are required to be provided or performed after the Closing Date (such Shared Contracts, the “Ongoing Shared Contracts”).

  • Without limitation of the foregoing, to the extent the Shared Contract Rights and the Shared Contract Obligations have not been assigned as of the Closing, each of the parties shall use the efforts set forth in Section 2.5(a) and Section 2.9(d) to seek a Customer Migration Event.

  • Except as expressly set forth in this Section, nothing in this Agreement gives either party any right, title or interest in the other party’s logos, trademarks, service marks or trade names.

  • Any requests for such Consents or Replacement Contracts shall include a request that Seller and its Affiliates be unconditionally released from all Liabilities relating to the Shared Contract Rights and Shared Contract Liabilities attributable to the period after the Adjustment Time, and Buyer and Seller shall use commercially reasonable efforts to obtain such releases.

  • Any requests for such consents, approvals or Replacement Contracts shall include a request that Seller and its Affiliates be unconditionally released from all Liabilities relating to the Shared Contract Rights and Shared Contract Liabilities attributable to the period after the Initial Closing, and Purchaser and Seller shall use commercially reasonable efforts to obtain such releases.

  • To the extent the assignment of any Shared Contract Rights and Shared Contract Obligations contemplated hereby has not been completed by the Reversion Date, any such customer under a Shared Contract shall be considered a Reverting Customer.

  • Prior to Closing, Seller and Buyer shall cooperate to identify Shared Contracts that the Parties agree contain Shared Contract Rights and Shared Contract Obligations that, in each case, are required to be provided or performed after the Closing Date (such Shared Contracts, the “Ongoing Shared Contracts”).

  • All provisions of, and rights and obligations which arise under, a Shared Contract other than the Shared Contract Rights and the Shared Contract Obligations shall be Excluded Assets and Excluded Liabilities, respectively.


More Definitions of Shared Contract Rights

Shared Contract Rights has the meaning set forth in Section 6.29. “Specific Tax Liabilities” has the meaning set forth on Schedule 1.1(c). “Specified Company Expenses” has the meaning set forth in Section 6.33. “Straddle Tax Period” means any Tax period that begins on or before the Closing Date and ends after the Closing Date. “Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. “Target Net Working Capital” means $52,000,000. “Tax” means any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, withholding, transfer, real property gains, registration, value added, excise, natural resources, severance, stamp, occupation, windfall profits, customs, duties, real property, personal property, capital stock, social security (or similar), unemployment, disability, payroll, license, escheat or unclaimed property, bottle deposit, beverage or soda or other tax, including any interest, penalties or additions to tax. “Tax Claim” has the meaning set forth in Section 6.10(a). “Tax Return” means any return, report, declaration, claim for refund, information return or other document (including any related or supporting schedule, statement or information) required to be filed in connection with the determination, assessment or collection of any Tax of any party
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