Assignments; Novations Clause Samples

Assignments; Novations. (a) Sellers and Buyer shall cooperate fully with each other and shall use all reasonable efforts to obtain the novation of all Government Contracts, including obtaining a novation agreement or agreements with the United States Government in accordance with FAR Section 42.1204 (“Novation Agreements”), and Buyer hereby agrees to expeditiously take all reasonable steps to obtain approval of all required Novation Agreements. Nothing in this Agreement, however, shall require Sellers or Buyer to offer or pay any consideration or concession for any such Novation Agreement not contained in the model form set forth in FAR Section 42.1204(i). (b) With respect to each Subcontracted Contract, the performance obligations of Sellers thereunder shall be subcontracted to Buyer until such Subcontracted Contract has been novated, assigned in full to Buyer or the obligations and duties thereunder shall have been satisfied and discharged in full. Buyer, as a subcontractor or delegate, shall perform such Subcontracted Contract, and Sellers shall cooperate to cause the other party or parties to the Subcontracted Contract to promptly pay to Buyer or its designee all amounts received by Sellers as a result of performance by Buyer of such Subcontracted Contract. Prior to the complete assignment or novation of each such Subcontracted Contract to Buyer, any Seller, as the contracting party, shall take such timely action as is reasonably necessary to allow Buyer to perform such Subcontracted Contract and to protect any rights that may exist or accrue under such Subcontracted Contract until it is fully assigned or novated. In connection therewith, Buyer is authorized to act as agent on behalf of such Seller for purposes of performing and administering each such Subcontracted Contract during the period after the Closing until such Subcontracted Contract is fully assigned or novated to Buyer; provided, however, that such authority to act as agent shall not authorize Buyer to settle or compromise claims under such Subcontracted Contract where such claims are not Assets or Assumed Liabilities. Prior to the date the Subcontract becomes effective, each Seller shall make available to Buyer a full, complete and correct copy of such Seller’s contract file for each Subcontracted Contract. Buyer shall indemnify and hold each Seller and its directors, officers, employees, Affiliates, shareholders, agents and assigns harmless from any loss that directly results from any action or omission of Buyer...