Novation Agreements. The Retrocedent and the Retrocessionaire will use commercially reasonable efforts to negotiate, execute and deliver Novation Agreements. Other than the consideration set forth in this Agreement, no consideration will be payable to or by either party hereto in connection with the execution and delivery of any Novation Agreement. The Retrocedent and Retrocessionaire shall execute, acknowledge or verify, and deliver any and all agreements, documents, instruments, reports or filings, and take any and all other actions, which from time to time may be reasonably requested by the other party to this Agreement to carry out the purposes and intent of this Section. Without limiting the generality of the preceding sentence, at the request of the Retrocessionaire in connection with the execution and delivery of a Novation Agreement, the Retrocedent will deliver a letter (in form and substance satisfactory to the Retrocessionaire) to the ceding company directing that future premiums be paid directly to the Retrocessionaire. Notwithstanding anything to the contrary set forth herein, the Retrocedent will not execute and deliver a Novation Agreement without the prior written approval of the Retrocessionaire, which approval will not be unreasonably withheld. The signature of the Retrocessionaire on a Novation Agreement will be deemed prior written approval of such Novation Agreement by the Retrocessionaire.
Novation Agreements. Section 6.9 of the Agreement shall be amended by adding the following sentence to the end of such section: “Nothing in any of the novation agreements, entered into by and among Buyer (or one of its Affiliates), TRW (or one of its Affiliates) and various third parties, which novation agreements effect the replacement of TRW (or one of its Affiliates) by Buyer (or one of its Affiliates) as a party to the agreements of the Business, shall be construed to amend or otherwise affect any provision of this Agreement, including without limitation the allocation of liabilities in Section 2.4 of this Agreement.”
Novation Agreements. The Company shall use its reasonable best efforts to satisfy all conditions to obtaining any novation agreements which may be required with respect to any of the Government Contracts and to pass to the Surviving Corporation any security clearances relating to such Government Contracts.
Novation Agreements. The Company shall use its commercially reasonable efforts to satisfy all conditions to obtaining novation agreements with respect to Government Contracts and pass to Buyer any security clearances relating to such Contracts.
Novation Agreements. Buyer and Seller acknowledge that the GSA will not recognize the transfer and assignment of the Government Leases to Buyer until the full execution of a novation agreement with respect to each Government Lease in substantially the form attached hereto as Exhibit K or such other customary form as may be required by the GSA (each, a “Novation Agreement”), and that the GSA will not execute such Novation Agreements until after the Closing has occurred. Buyer acknowledges that as a condition to its execution of the Novation Agreements, the GSA will require Buyer to have a Dun & Xxxxxxxxxx X-X-X-X Number and that the Buyer be registered in the U.S. Government’s System for Award Administration (“XXXX”). The Buyer covenants that, following Buyer’s issuance of the Notice to Proceed, it shall promptly obtain such number and complete such registration. Promptly after Closing, Seller will work with GSA to obtain the execution by GSA of a Novation Agreement for each Government Lease by and among GSA, Seller and Buyer. Buyer and Seller hereby agree that the Novation Agreement without paragraph B(8) (bracketed on Exhibit K) shall be the Novation Agreements signed at Closing and submitted to the GSA for execution; provided, however, that if, prior to its execution the GSA requires that paragraph B(8) is included in the Novation Agreement then the parties hereby agree that paragraph 8 shall be included in the Novation Agreement and signed by the parties. Further, if prior to its execution GSA requires any additional changes to the Novation Agreements signed at Closing, then such additional changes shall be reasonably accommodated by Buyer and Seller. Buyer agrees to promptly submit all information and deliveries reasonably required or requested by the GSA to obtain the Novation Agreements. Seller and Buyer agree to (i) cooperate in connection with obtaining the Novation Agreements (at each party’s own expense) and (ii) promptly perform such further acts and promptly execute and deliver such further instruments as may be reasonably necessary to obtain the Novation Agreements following Closing. The provisions of this Section 8.12 shall survive the Closing.
Novation Agreements. Each of the Seller and the Buyer agree to use its reasonable efforts (including, without limitation, delivering all required documentation, legal opinions and financial statements and reports) to enter into novation agreements among the Seller, the government of the United States and the Buyer, substantially in the form set forth in the Federal Acquisitions Regulation as soon as practicable following the Closing.
Novation Agreements. All novation agreements necessary or, in the discretion of Parent, desirable to give the Surviving Corporation the benefits of the Government Contracts after the Closing, duly executed by the United States Department of Defense.
Novation Agreements. The Company shall have furnished at the Closing all Contracts, Patents and Licenses and Trademarks and Licenses, to UOP any and all novation, transfer or other agreements, consents (substantially in the form of Exhibit G hereto), approvals or waivers necessary for the assignment, transfer or assumption of the Contracts as defined in Section 1.1.5, Patents and Licenses as defined in Section 3.10.1 and Trademarks and Licenses as defined in Section 3.10.2
Novation Agreements. The parties undertakes with effect from Completion to use all reasonable endeavors to procure the novation of all the Sand Client Contracts from the Company to Sand UK and to procure execution of the Novation Agreements in respect thereof and subject always to Clause 6.7, the parties agree that the following provisions shall apply in respect of the Sand Client Contracts:
6.6.1 unless and until any such Sand Client Contract shall be novated in accordance with the Novation Agreements the Purchaser shall procure that the Company shall hold such Sand Client Contract on trust for the Seller or Sand UK (as appropriate) and Sand UK shall become entitled to the benefits of the Company under the Sand Client Contracts and the Seller shall procure that Sand UK shall perform all the obligations of the Company under such Sand Client Contract as the Company's sub-contractor;
6.6.2 unless and until any such Sand Client Contract shall be novated the Purchaser shall procure that the Company will (so far as it lawfully may) give all such assistance to the Seller or Sand UK, at the Seller's cost, as the Seller or Sand UK may reasonably require to enable the Seller or Sand UK to enforce its rights its rights under such Sand Client Contract and will provide access to all relevant books, documents and other information in relation to such Sand Client Contract as the Seller/Sand UK may reasonably require from time to time.
6.6.3 to the extent that any payment is made to the Purchaser or the Company in respect of the Sand Client Contracts on or after Completion the Purchaser and/or Company shall receive the same as trustee, shall record such payment separately in its books and shall account to the Seller or Sand UK for the same within 10 Business Days of receipt.
Novation Agreements. Novation Request..........................................................43 6.18
