CONTINUING ARRANGEMENTS Clause Samples

CONTINUING ARRANGEMENTS. The following provisions of this clause 2.4 apply to any Misplaced Asset to which clause 2.3 applies: (a) in respect of clause 2.3 (a) only, beneficial ownership and risk in respect of the Misplaced Asset shall pass to the Business Holdco as at the Separation Date; (b) from (and including) the Notification Date, the Business Holdco shall perform and comply with or, if that is not possible or practicable, (at the cost of the Business Holdco) assist the Asset Holder and any of its Subsidiaries to perform and comply with, any obligations that the Asset Holder or such Subsidiary may have in relation to the Misplaced Asset; (c) subject to clause 2.4(b), from (and including) the Notification Date, the Asset Holder will: (i) subject to subparagraph (ii) of this clause 2.4(c), continue to perform and comply with any obligations that it or any of its Subsidiaries may have in relation to the Misplaced Asset; and (ii) comply with any lawful direction from the Business Holdco with respect to the Misplaced Asset (provided that the Asset Holder shall not be obliged to comply with any such direction if to do so would prejudice it in a manner or to an extent for which it is not compensated by the provisions of this Schedule 5); and (d) the Business Holdco will indemnify the Asset Holder or any of its Subsidiaries upon demand from and against any and all losses, damages, liabilities, claims, costs and expenses of whatever nature (including, without limitation, tax) sustained or incurred by the Asset Holder or such Subsidiary (as applicable) under or in connection with the Misplaced Asset (including, without limitation, all costs and expenses (including all legal expenses on a solicitor and own client basis and any tax) incurred by the Asset Holder or such Subsidiary in the performance of the obligations of the Asset Holder under this clause 2.4).