Assignment of Customer Contracts. To the extent assignable, Licensor hereby assigns to Licensee and Licensee hereby assumes all of Licensor's rights and obligations under any and all agreements between the Licensor and any of Licensor's current clients or customers, all of which contracts are identified on Exhibit "A" attached hereto along with each client's company name, contact name, address and telephone number. From and after the date hereof, Licensee hereby agrees to hold Licensor and its affiliates harmless and indemnify Licensor and its affiliates from and against any and all obligations to the clients and customers referred to in such contracts; provided however, Licensor shall hold Licensee harmless and indemnify Licensee and its affiliates from and against any and all obligations to such clients and customers to the extent such obligations arose prior to July 1, 1999.
Assignment of Customer Contracts. The Seller shall have procured and delivered to the Buyer, documentation including but not limited to board minutes, letters, documents, deeds and agreements evidencing assignment of the customer contracts executed by Sento Corporation, and Buyer shall have assumed all liabilities and obligations relevant to the same customer contracts, as listed in an assignment and assumption agreement to be executed between the Seller and the Buyer (“Assignment and Assumption Agreement”), in favor of Sento EU with effect from the Closing Date.
Assignment of Customer Contracts. The Seller shall assign to the Seller Subsidiary executed contracts from existing customers in a form acceptable to the Buyer ("Contracts") representing at least 90% of its average monthly revenues from such customers (excluding Harris Methodist Ft. Worth) for the six calendar months immediately xxxxxding the month in which the Closing Date occurs, within 90 days of the Closing; provided, however, that in the event that the Seller shall have delivered and assigned Contracts representing at least 75% but less than 90% of such revenues within 90 days of the Closing, the Seller shall have an additional 90 days to deliver and assign the remaining Contracts due pursuant to this Section 5.09; provided further, however, that each of the Seller's contracts with existing customers that expires pursuant to its terms within 18 months of the Closing Date, a complete list of which contracts is attached hereto as Schedule 5.09, shall not be deemed in a form acceptable to the Buyer for the purposes of this Section 5.09 unless it is replaced with a new contract with a term expiring not less than 36 months after the Closing Date. In the event that the Seller does not deliver and assign Contracts representing at least 90% of such revenues as set forth in this
Assignment of Customer Contracts. To the extent that transfer or assignment hereunder by the Seller to Buyer of any Customer Contract included in the Purchased Assets is not permitted or is not permitted without notification or the consent or approval of another Person, this Agreement shall not be deemed to constitute an assignment, an attempted assignment or an undertaking to assign such Customer Contract if such consent or approval is not given or if such an assignment, attempted assignment or undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. With respect to any such third party consent or approval not obtained before the Closing, the Seller shall cooperate with the Buyer in any reasonable arrangement designed to provide for the Buyer after the Closing the benefits intended to be assigned to the Buyer under the applicable Customer Contract including enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefor hereunder if such consent, waiver or approval had been obtained. The Seller shall, without consideration therefor, pay, assign and remit to the Buyer promptly all monies, rights and other consideration received in respect of such performance. Unless the parties agree otherwise, the Seller shall continue to use its commercially reasonable efforts to obtain all such unobtained consents or approvals at the earliest practicable date. If and when any such consents or approvals shall be obtained, then the Seller shall promptly assign its rights and obligations thereunder to the Buyer without payment of consideration and the Buyer shall, without the payment of any consideration therefor, assume such rights and obligations to the same extent as the Seller had prior to such assignment. The parties shall execute such good and sufficient instruments as may be necessary to evidence such assignment and assumption.
Assignment of Customer Contracts. (a) Subject to the terms and conditions of this Agreement, HUTS or other subsidiaries of Parent, as applicable, hereby assigns to the Company, UTSC or other subsidiaries of the Company, as applicable, and the Company, UTSC or other subsidiaries of the Company, as applicable, hereby assumes from HUTS or other subsidiaries of Parent, as applicable, all rights and obligations of HUTS or other subsidiaries of Parent, as applicable, under the contracts related to the Business (including all sales contracts, purchase orders, amendments, modifications and supplements thereto, collectively, the “Business Customer Contracts”) that are listed in Exhibit X-0, Xxxxxxx X-0 and Exhibit A-3 to this Agreement.
(b) Subject to the terms and conditions of this Agreement, the Company, UTSC or other subsidiaries of the Company, as applicable, hereby assigns to HUTS or other subsidiaries of Parent, as applicable, and HUTS or other subsidiaries of Parent, as applicable, hereby assumes from the Company, UTSC or other subsidiaries of the Company, as applicable, all rights and obligations of the Company, UTSC or other subsidiaries of the Company, as applicable, under the contracts related to the Excluded Business (including all sales contracts, purchase orders, amendments, modifications and supplements thereto, collectively, the “Excluded Business Customer Contracts”) that are listed in Exhibit B to this Agreement.
(c) If the assignment and assumption of the Business Customer Contracts requires the consent of third parties in connection therewith, HUTS or other subsidiaries of Parent, as applicable, shall, for a period of three (3) months after the date hereof, use its best efforts to obtain such consent of third parties as soon as practicable, to the extent reasonably necessary, provided, under no circumstances shall Parent or any subsidiary of Parent be obligated to pay any amounts to such third parties in order to obtain such consent.
(d) If the assignment and assumption of the Excluded Business Customer Contracts requires the consent of third parties in connection therewith, the Company, UTSC or other subsidiaries of the Company, as applicable, shall, for a period of three (3) months after the date hereof, use its best efforts to obtain such consent of third parties as soon as practicable, to the extent reasonably necessary, provided, under no circumstances shall the Buyer or any subsidiary of the Buyer be obligated to pay any amounts to such third parties in order to obtain su...
Assignment of Customer Contracts. Section 6.11
Assignment of Customer Contracts. Substantially all of the Customer Contracts include provisions which require that a party thereto, prior to assigning the respective Customer Contract, must obtain the consent of the other party thereto, which consent is not to be unreasonably withheld. In order to comply with these provisions, the parties hereto have agreed that the Blue Dolphin Companies will not assign an interest in the Customer Contracts at Closing. The Blue Dolphin Companies will (a) from and after the Closing use reasonable best efforts to promptly obtain the consent of the customers to the assignment of the Customer Contracts to XXXX pursuant to Section 1.03, and (b) will deliver to XXXX on or before the day which is ninety (90) days after the Closing Date an Assignment substantially in the form of Exhibit 6.10 pursuant to which undivided 1/3 interests in the Customer Contracts are assigned to XXXX pursuant to Section 1.03. The Blue Dolphin Companies will mail a letter to each of the Major Customers (as hereinafter defined) requesting their consent to the assignment of the respective Customer Contract to XXXX within thirty (30) days of the Closing Date. If the written consent of any of the Major Customers is not received within fifty (50) days of the Closing Date, the Blue Dolphin Company shall within sixty (60) days of the Closing Date mail a second letter to the Major Customers who have not consented requesting their consent to the transaction. If the consent of any of the Major Customers is not received within eighty (80) days of the Closing Date, the Blue Dolphin Companies will mail a third letter to such Major Customers requesting their consent and stating that their consent will be deemed given on the ninetieth (90th) day after the Closing Date. The Blue Dolphin Companies shall provide copies of all such letters to XXXX. The failure of any of the Blue Dolphin Companies to mail a letter required of it pursuant to this Section shall result in the Blue Dolphin Companies being jointly and severally obligated to pay XXXX an aggregate amount of $2,000 per week until such failure is cured. The maximum liability of all of the Blue Dolphin Companies collectively shall be $2,000 per week pursuant to this Section. For the purpose of this Section, the term "Major Customer" shall mean any customer whose average daily throughput through the Blue Dolphin Pipeline exceeds 1500 MCF of gas per day, or forty (40) barrels of condensate per day, based on average daily throughput during the ninety...
Assignment of Customer Contracts. All the third-party written consents necessary for the assignment of all Customer Contracts to Purchaser shall have been obtained.
Assignment of Customer Contracts. (a). The Seller hereby covenants that it will use its best efforts to assign all Contracts listed on Section 3.02 of the Disclosure Schedule to the Purchaser; provided that any Contract for which it cannot obtain such a consent, Seller agrees to subcontract (to a subcontractor approved by Dycom) the work to be performed under the applicable Contract and, in turn, pay all amounts received under each such Contract to the Purchaser who, in turn, will make all requisite payments in respect of the subcontracting arrangement; and, provided further, that for purposes of this Agreement, it shall be deemed as if such Contract had been duly assigned.
Assignment of Customer Contracts. (a) On the Closing Date, Seller shall cause its Affiliates to assign to Peabody COALTRADE, Inc. (“Coaltrade”) all of such Affiliates’ rights, and Buyer will cause Coaltrade to accept all of such rights and assume all of such Affiliates’ obligations, under the Customer Contracts in respect of the period commencing with the Closing Date, provided that any Consent to any such assignment by any third party required under the terms of the relevant agreement has been obtained. In the event that any such third party Consent is required prior to any such assignment (or is required in connection with the assignment of Seller’s Affiliates’ rights and obligations under Freight/Insurance Agreements as contemplated below in this paragraph (a)), Seller shall cause such Affiliates to use their commercially reasonable efforts to obtain such Consents on or prior to the Closing Date and Peabody shall cause Coaltrade to cooperate with such Affiliates in connection with obtaining such Consents. For each such Customer Contract assigned to Coaltrade (an “Assigned Customer Contract”), Seller shall cause such Affiliates to assign to Coaltrade all of their rights, and Coaltrade shall accept all of such rights and assume all of such Affiliates’ obligations, under the Company Coal Supply Agreements insofar as such Company Coal Supply Agreements relate to such Assigned Customer Contract. With respect to each Assigned Customer Contract that involves the sale of coal other than FOB the Company’s anchorage at Lake Maracaibo, Venezuela, Seller shall cause such Affiliates to assign to Coaltrade such Affiliates’ rights and obligations in respect of the period commencing with the Closing Date under all Freight/Insurance Agreements relating to such Assigned Customer Contract and Buyer shall cause Coaltrade to accept all rights and assume all obligations of such Affiliates under all such Freight/Insurance Agreements from and after the Closing; provided that any Consent to any such assignment by any third party required under the terms of the relevant agreement has been obtained.
(i) In the event that, following the Closing Date, Seller or any of its Affiliates shall receive, pursuant to an Assigned Customer Contract, a Customer Payment (as defined below) for which Seller or such Affiliate has performed the obligation to deliver coal to such customer, Seller shall pay or cause to be paid to Coaltrade the amount required to be paid to the Company in respect of such Customer Payment pursuant to ...
