JLR Contracts and Split Contracts Clause Samples

JLR Contracts and Split Contracts. 13.1.1 With effect from Completion, the Buyer: (a) shall, until such JLR Contracts are novated, assigned or transferred in accordance with this Clause 13, carry out, perform and discharge all Liabilities created by or arising under any JLR Contracts, or shall procure that all such Liabilities are carried out, performed and discharged; and (b) undertakes to indemnify the Seller and each member of the Seller Group against all Losses and Liabilities incurred by any of them as a result of any failure by the Buyer to perform its obligations under Clause 13.1.1(a). 13.1.2 Insofar as the benefit or burden of any of the JLR Contracts cannot effectively be assigned or transferred to the Buyer, a Target Company or a NSC Newco except by novation or consent from a third party: (a) each of the Buyer and the Seller shall use all reasonable endeavours to procure such novation or consent with effect from Completion and for such purpose: (i) the Buyer shall provide any information, guarantees or other assurances reasonably requested by the relevant third party; (ii) the Seller shall not be obliged to incur any financial commitment; and (iii) neither party shall be obliged to become involved in or threaten any form of legal action. (b) until the benefit and burden of the relevant JLR Contract is novated or assigned: (i) the Seller shall, to the extent not prohibited under the relevant contract, procure that the relevant member of the Seller Group shall hold it on trust for the Buyer from Completion (and accordingly on receipt of the same account for and pay or deliver to the Buyer or as it may direct any moneys or goods received thereunder); (ii) the Buyer shall, as sub-contractor (to the extent permitted, in the reasonable opinion of the Seller, under such contract), failing which, as agent, of the relevant member of the Seller Group, perform all of the obligations under the relevant contract following Completion provided that the Buyer is given reasonable notice of such obligations by the Seller; and (iii) the Seller shall procure that the relevant member of the Seller Group shall on request and with effect from Completion (so far as it lawfully may, in the reasonable opinion of the Seller and at the Buyer’s sole expense) give all reasonable assistance to enable the Buyer to enforce its rights under the relevant contract provided that the Buyer shall indemnify each member of the Seller Group against all Losses and Liabilities thereby incurred and no member of the Seller G...