Novation Agreements Clause Samples
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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. 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 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 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. 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. 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. (a) For the avoidance of doubt, the Parties confirm that for purposes of the AK Purchase Agreement and KSA Purchase Agreement, (i) all Liabilities under any Drilling Contract subject of a Novation Agreement, or under any Novation Agreement, that arise from and after the relevant Closing (and to the extent relating to a period on or after such Closing) will be “Assumed Liabilities”, and all such Liabilities that arise or relate to a period prior to Closing will be “Excluded Liabilities” and (ii) with respect to the definition of “Assumed Liabilities” in Section 1.1 of the AK Purchase Agreement and KSA Purchase Agreement, “Liabilities” assumed by Purchaser under the Novation Agreements refers only to Liabilities under the Novation Agreements that arise from and after the relevant Closing (and to the extent relating to a period on or after such Closing).
(b) Purchaser acknowledges and confirms that Rig 802 is in the process of being demobilized from the last well under the existing Drilling Contract. Seller on behalf of itself and its Affiliates hereby waives any entitlement to share in or receive all or any part of the demobilisation fee payable under the Drilling Contract for Rig 802 (with Repsol Exploration Argelia S.A.) and agrees that the full amount of that demobilization fee shall be retained by Purchaser or its Designated Affiliate. To the extent that Seller or any of its Affiliates receives any part of such demobilisation fee, Seller shall procure that such payment is promptly paid over to Purchaser or its Designated Affiliate. Notwithstanding the preceding, Purchaser shall be responsible for, and shall pay Seller any costs reasonably incurred by Seller in connection with the demobilization and transport of Rig 802 from its current location as part of the demobilization of Rig 802, notwithstanding that such demobilization costs may have been incurred prior to the Subsequent Closing.
(c) The Parties acknowledge that pursuant to the Novation Agreement in respect of Rig 810 (with Sonatrach), ▇▇▇▇▇▇▇▇▇▇▇ Holdings BVI Limited (“WHBL”) has agreed to guarantee the performance by Purchaser’s Designated Affiliate under the related Drilling Contract. It is therefore agreed that, for the duration of the Drilling Contract (and any extensions or other amendments thereto) (i) where WHBL is or becomes subject to any Liability arising from and after the Subsequent Closing (and to the extent relating to a period on or after Subsequent Closing) with respect to such gu...
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. Novation Request..........................................................43 6.18