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.
Benefit of Contracts. 59 9.07 Confidentiality.................................................60 9.08 Insurance.......................................................62 9.09
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. 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. 9.4 Indemnity from the Seller Subject to and with effect from Completion, the Seller must indemnify the Buyer against and pay to the Buyer the amount of any Indemnified Loss suffered or incurred by the Buyer arising out of or in connection with any breach of, default under, or other matter relating to any Transferred Contract on or before Completion, other than warranty obligations to be assumed by the Buyer under clause 9.3. 9.5
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:
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:
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. 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.
