Benefit of Contracts. The purchaser shall not be entitled to assign or otherwise transfer all or any of its rights and obligations under the Contract between it and the Company.
Benefit of Contracts. 59 9.07 Confidentiality.................................................60 9.08 Insurance.......................................................62 9.09
Benefit of Contracts. (a) Cablevision and NBC Holdings agree that, except for contracts relating to the licensing or acquisition of programming, in the event that any consent, approval or authorization necessary to preserve for the Business, Bravo or any other Company any right or benefit under any Contract to which Cablevision or one of its Affiliates, Bravo or any other Company is a party is not obtained prior to the Closing, Cablevision will, subsequent to the Closing, cooperate with NBC Holdings, Bravo or any such other Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, Cablevision shall use its reasonable commercial efforts (which shall not require Cablevision to incur out-of-pocket expenses or assume additional Liabilities or to forego any rights or modify any right or benefit in any manner adverse to Cablevision) to provide NBC Holdings, Bravo or such other Company, as the case may be, with the rights and benefits of the affected Contract for the term of such Contract, and, if Cablevision provides such rights and benefits, NBC Holdings, Bravo or such other Company, as the case may be, shall assume the obligations and burdens in connection therewith.
(i) On or prior to the Closing Date, Cablevision shall, and shall cause the Companies to cause the assignment to Cablevision (or one or more of the Cablevision Companies) of the Programming Agreements listed on Schedule 9.06(b)(i).
(ii) From the date hereof and through the period ending six months following the Closing, Cablevision shall, and shall cause the Companies to, (A) use their commercially reasonable efforts to obtain all consents from third parties necessary to cause the assignment to Cablevision (or one or more of the Cablevision Companies) of the Programming Contracts listed on Schedule 9.06(b)(ii)(A), in each case subject to the Closing and effective as of the later of the Closing and the date of such assignment; (B) use their commercially reasonable efforts to obtain all consents from third parties necessary to permit the Companies to exhibit the films under the Programming Contracts listed on Schedule 9.06(b)(ii)(B) from and after Closing; and (C) use their commercially reasonable efforts to obtain all consents from third parties necessary to permit the Cablevision Companies to exhibit the films under the Programming Contracts listed on Schedule 9.06(b)(ii)(C) from and after the Closing. Fo...
Benefit of Contracts. 28 9.3 Obligations and liabilities under Contracts ..............................................................28
Benefit of Contracts. Subject to and with effect from Completion, the Buyer is entitled to the benefit of the Contracts assigned or novated to the Buyer on terms acceptable to the Buyer (Transferred Contracts), with effect from Completion. 9.3 Obligations and liabilities under Contracts Subject to and with effect from Completion, the Buyer must perform all obligations of the Seller and discharge all liabilities of the Seller under each Transferred Contract due to be performed or discharged after Completion. For the avoidance of doubt, this shall include all warranty obligations relating to products deployed by customers of the Business which remain within the warranty period under the relevant Transferred Contract.
Benefit of Contracts. 17 9.7 Restriction on dealings with Residual, Poolit and Poolserco Contracts ................................................................. 19 9.8 Indemnity by the Transferee ........................................... 19 9.9
Benefit of Contracts. (A) The parties agree that, notwithstanding any assignment or novation of (or the agreement to assign or novate) a Residual Contract to the Transferee in accordance with the foregoing provisions of this Clause, it is their intention that:
(i) in respect of any electricity trading or services related to any period before the Go-live Date, each Residual Contract shall run (and be expressed to run) and each Residual Contract and all Claims thereunder shall be held and administered (whether by the Transferor or the Transferee or a person on behalf of either of them) for the benefit of the Transferor; and
(ii) in respect of any electricity trading or services related to any period beginning on or after the Go-live Date, each Residual Contract shall run (and be expressed to run) and each Residual Contract and all Claims thereunder shall be held and administered (whether by the Transferor or the Transferee or a person on behalf of either of them) for the benefit of the Transferee or for such other person or on such other terms (not being terms prejudicial to the interests of the Transferor) as the Transferee may decide, provided that any Residual Contract which is a contract or agreement falling within paragraph (A) of the definition of "Pool Intellectual Property Agreements" in Clause 1.1 shall be excluded from the operation of this Clause 9.6 if and to the extent that such Clause or its operation would constitute an infringement or unauthorised use of rights in Intellectual Property of any third party.
(B) The parties further agree that it is their intention that each Poolit Contract and Poolserco Contract shall run (and be expressed to run) and shall be held and administered by Poolit or Poolserco, as the case may be: -(i) in respect of any electricity trading or services related to any period before the Go-live Date, for the benefit of the Transferor and Poolit or Poolserco, as the case may be; and
Benefit of Contracts. (1) Following Closing, until any Non-Assigned Contracts or non-assigned Authorizations are transferred or assigned to the Purchaser, each of the Vendors will:
(a) use its commercially reasonable efforts to obtain the consents, approvals and waivers described in Schedule 5.1(g), which were not obtained prior to Closing and will take all commercially reasonable actions necessary or desirable to preserve the full benefit of the Non-Assigned Contracts or non-assigned Authorizations for Purchaser, or the re-issuance in the name, and for the benefit of, Purchaser or its designee, of any non-assigned Authorizations to replace non-transferable Authorizations on substantially the same terms.
(b) to the extent permitted by Law, carry out and comply with the terms and provisions of any Non-Assigned Contract or non-assigned Authorization as trustee or agent for Purchaser at Purchaser’s expense and for Purchaser’s exclusive benefit.
(c) at the request, expense and direction of the Purchaser and in the name of the Vendors or otherwise as the Purchaser may specify, take all action and do or cause to be done all things that are, in the opinion of the Purchaser, acting reasonably, necessary or proper in order that the obligations of the Vendors may be performed in such a manner that the value of the Non-assigned Contracts and non-assigned Authorizations are preserved and enure to the benefit of the Purchaser, and that the collection of moneys due and payable to the Purchaser in and under the Non-assigned Contracts are received by the Purchaser; and
(d) the Vendors will promptly pay over to the Purchaser all moneys collected by or paid to any Vendor in respect of every Purchased Contract, Lease and Non-assigned Contract.
(2) After the Closing and until such Non-Assigned Contracts or non-assigned Authorizations are transferred to Purchaser, expire or are terminated by the other contracting party, Purchaser shall (i) pay the corresponding obligations for periods on and after the Closing Date associated with such Non-Assigned Contracts or non-assigned Authorizations as set forth in the Non-Assigned Contract or non-assigned Authorization; (ii) to the extent the Vendors have paid for any obligation referred to above in subsection (i), reimburse the Vendors forthwith; and (iii) cooperate in the transfer of such Non-Assigned Contracts or non-assigned Authorizations or the re-issuance, in the name, and for the benefit of, the Purchaser of the non-assigned Authorizations and the obt...
Benefit of Contracts. Sellers shall use their best efforts to secure all consents, approvals, novations and authorizations from third parties (including a government or governmental unit) as shall be required in order to enable Sellers to effect the transactions contemplated by this Agreement, and shall otherwise use all reasonable efforts to cause the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof.
Benefit of Contracts. To the extent that any Contract that is intended to be assigned at the Closing by Seller to the Purchaser cannot be assigned to the Purchaser on the Closing Date (whether as a result of a failure to obtain a necessary consent or otherwise), and the Purchaser elects or is required by the terms hereof to consummate the transactions contemplated hereby, the Seller shall use its best efforts to take such actions as may be reasonably requested by the Purchaser (e.g., to act as sublessor, distributor or agent) to enable the Purchaser to realize the practical economic benefits of, and have the rights under, such Contract and the Purchaser shall use its best efforts to take such actions as may be reasonably requested by the Seller to impose on the Purchaser (or to reimburse the Seller for its performance of) the practical economic burden of, and the obligations under, such Contract for which the Purchaser would have been responsible had such Contract been assigned at the Closing Date.
