The Business Contracts Sample Clauses

The Business Contracts. 25.1 Each Seller shall, with effect from the Effective Time, assign or hold to the order of, to the relevant Buyer (or its nominee(s)), or procure the assignment to the relevant Buyer (or its nominee(s)) of, all the Business Contracts to which it is a party which are capable of assignment or novation without a Third Party Consent. 25.2 If any of the Business Contracts cannot be assigned or novated at the Effective Time without obtaining a Third Party Consent, then the relevant Sellers shall use all reasonable endeavours to obtain at the Sellers’ cost such consents as soon as reasonably practicable after the Effective Time. 25.3 Insofar as any of the Business Contracts cannot be assigned or novated to the relevant Buyer without Third Party Consent, and such consent is refused or otherwise not obtained, or where any of the Business Contracts are incapable of transfer to the relevant Buyer by assignment, novation or other means: 25.3.1 the relevant Sellers shall at the relevant Buyer’s request use all reasonable endeavours with the co-operation of the relevant Buyer to procure such assignment or novation; 25.3.2 unless and until any such Business Contract is assigned or novated, the relevant Sellers shall continue their corporate existence and if: 25.3.3 sub-contracting is permissible and lawful under the Business Contract in question, the relevant Buyer shall (at the relevant Buyer’s cost) as the relevant Sellers’ sub-contractor, perform all the obligations of the relevant Sellers under such Business Contract (on the same terms (mutatis mutandis) and for the same remuneration as apply to the contracts concerned); and 25.3.4 sub-contracting is not permissible and lawful under the Business Contract in question, the relevant Seller shall act in connection with such Business Contract in all respects as the relevant Buyer may from time to time reasonably direct in order to secure the performance of the Business Contract (and, if the services to be provided under the Business Contract in question are not of a category to be provided by the relevant Seller pursuant to the Shared Services Agreement, then the relevant Seller shall secure such performance using management, labour, plant and equipment, materials and all other necessary resources provided by the relevant Buyer and for this purpose it shall not be reasonable to require the relevant Seller to make any payment or take any other step unless the relevant Buyer has first put the relevant Seller in sufficient ...

The Business Contracts. 5.1 All the Business Contracts are in full force and effect and have been duly complied with and the Seller is not aware of anything having occurred whereby any of them is or could be subject to early termination or which has given or that any claim under any of them would have been presented against the Seller except for ordinary claims relating to project deliveries, within the ordinary course of business. 5.2 All the terms of each of the Business Contracts are on arms' length terms and have been fully Disclosed. 5.3 Neither the Seller nor any persons connected with the Seller has any direct or indirect interest in any business which has a close trading relationship with the Business or which is or is likely to become competitive with the Business.

The Business Contracts. 12.1 Subject to the provisions of Clauses 10.3 and 10.4 nothing in this Agreement shall make the Purchaser liable in respect of anything done prior to Completion in relation to the carrying on of the Business prior to Completion. The Vendor shall jointly and severally indemnify and hold harmless the Purchaser and its successors in title against all outgoings, debts, liabilities, obligations, actions, proceedings, costs, damages, claims and demands of whatever nature relating to and payable in respect of the Business or the Assets or any other liability (which liability shall include all losses, or costs, claims, expenses and damages and including but not limited to legal and other professional fees and expenses) which the Purchaser or its successors in title may incur or suffer as a result of anything so done or omitted to be done by the Vendor in relation to the Business or any defects or alleged defects in, goods supplied or services provided prior to the Transfer Date (including but not limited to and in particular any claim under any warranty or under the Sale of Goods Act, 1979 or the Sale and Supply of Goods Act, 1994) and in particular (notwithstanding anything else contained in this Agreement) arising from:- 12.1.1 any failure by the Vendor in the performance of any of the obligations of the Vendor falling due on or before Completion under any of the Business Contracts; and 12.1.2 any act, default or transaction of the Vendor in respect of the Business before Completion and so that where there shall be any claims by any third parties in respect of products delivered or services rendered prior to Completion the same shall be met in full by the Vendor. 12.2 Nothing in this Agreement shall make the Vendor liable in respect of anything done after Completion in relation to the carrying on of the Business after Completion. The Purchaser and SSL shall jointly and severally indemnify and hold harmless the Vendor and its successors in title against all outgoings, debts, liabilities, obligations, actions, proceedings, costs, damages, claims and demands of whatever nature relating to and payable in respect of the Business or the Assets or any other liability (which liability shall include all losses or costs, claims, expenses and damages and including but not limited to legal and other profession fees and expenses) which the Vendor or its successor in title may incur or suffer as a result of anything so done or omitted to be done by the Purchaser in relation ...

The Business Contracts. 15.1 Subject to Closing taking place, the Purchaser shall with effect from the Closing Date assume the obligations and become entitled to the benefits of the Vendor under the Business Contracts and the Purchaser undertakes to carry out and perform and complete all the obligations and liabilities created by or arising under the Business Contracts (except for any obligations or liabilities attributable to a breach on the part of the Vendors or the Partnership or its employees, agents or sub-contractors) and shall indemnify the Vendors and keep them fully indemnified against all Losses incurred by the Vendors in respect of the non-performance or defective or negligent performance by the Purchaser of the Business Contracts after the Closing Date save to the extent that such non-performance or defective or negligent performance is caused or contributed to by any act or omission of any of the Vendors or any employee or agent of the Partnership acting outside the direction of the Purchaser. 15.2 The Vendors undertake with effect from the Closing Date to assign to the order of the Purchaser or to procure the assignment to the order of the Purchaser all the Business Contracts which are capable of assignment without the consent of other parties. 15.3 In so far as any of the Business Contracts are not assignable to the Purchaser without the agreement of or novation by or consent to the assignment from another party and no such agreement, novation or consent shall have been obtained prior to Closing this agreement shall not constitute an assignment or attempted assignment if such assignment or attempted assignment would constitute a breach of such Business Contracts. In the event that consent or novation is required to such assignment: (a) the Vendors at the Purchaser's request shall use all reasonable endeavours with the co-operation of the Purchaser to procure such novation or assignment as aforesaid; (b) unless and until any such Business Contract shall be novated or assigned as aforesaid the Vendors shall hold such Business Contract and any moneys, goods or other benefits received thereunder as agent of and in trust for the Purchaser and its successors in title absolutely and the Purchaser shall (if such sub-contracting is permissible and lawful under the Business Contract in question) as the Vendors' sub-contractor perform all the obligations of the Vendors under such Business Contract; (c) unless and until any such Business Contract shall be novated or assigned ...

The Business Contracts. 6.1 On the Completion Date, the Seller shall provide the Purchaser with a list of all the Business Contracts that are outstanding as on the Closing Date (“Assumed Business Contracts”) and shall novate the same in favour of the Purchaser. 6.2 In this respect the Seller shall inform the counterparties to the Assumed Business Contracts that all the benefits and obligations under the Assumed Business Contracts have been assigned/novated in favour of the Purchaser. The Purchaser hereby agrees and confirms that the Purchaser shall fulfil its obligations and be entitled to the benefits under the Assumed Business Contracts provided the counterparts consent to the said assignment/novation in favour of the Purchaser in writing. However, as stated in Clause 5 the Seller shall be responsible for all defaults or breaches (whether matured or not as of Completion Date) committed by it under the Assumed Business Contracts as of the Completion Date and the same shall be satisfied by the Seller.

The Business Contracts. Snowbell Management Limited Agreement dated July 19,2015 as amended January 29, 2016 and July 15, 2016;

The Business Contracts. 8.1 Disclosure of contracts The Business Contracts, the Computer Software Licenses, the Computer Systems Agreements, the Customer Contracts and the Lease Contracts (together referred to in this clause as "the Contracts") constitute all the contracts and other engagements, whether written or oral referable to the Business to which the Vendor is now a party, apart from the contracts of employment of the employees and the Lease which is excluded from the sale and purchase hereby agreed. 8.2 Nature of contracts None of the Contracts: 8.2.1 is of an unusual, abnormal or onerous nature; 8.2.2 is for a fixed term of more than six months; 8.2.3 is of a long term nature (that it is say incapable of performance in accordance with its terms within six months after the date which it was entered into or undertaken); 8.2.4 is incapable of termination in accordance with its terms by the Purchaser on 60 days' notice or less; 8.2.5 is of a loss making nature (that is to say known to have been likely to result in a loss to the Vendor on completion of performance if the Vendor had not sold the Business); 8.2.6 is not capable of being readily fulfilled or performed by the Purchaser on time without undue or unusual expenditure of money or personnel; 8.2.7 will involve payment by the Purchaser by reference to fluctuations in the index of retail prices; 8.2.8 was entered into in any way otherwise than in the normal course of Business. 8.3 The Vendor is not nor (to the best of its knowledge and belief) will it with the lapse of time become: 8.3.1 in default under any of the Contracts or in respect of any other obligations or restrictions binding upon it in relation to the Business nor has it waived any rights or privileges under any of them; 8.3.2 in default under any provisions existing by reason of membership of any association or body relating to the Business; 8.3.3 liable in respect of any representation or warranty (whether express or implied) or matter giving rise to a duty of care on the part of the Vendor relating to the Business. 8.4 No threat or claim of default under the Contracts and/or the Assets has been made and is outstanding against the Vendor and there is nothing whereby any of the Contracts may be terminated or rescinded by any other party or whereby the terms of them may be worsened or the Business and/or the Assets prejudiced as a result of anything done or omitted or permitted to be done by the Vendor 8.5 Neither the Vendor nor any other party to any agreeme...