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The Business Contracts Sample Clauses

The Business Contracts. 14.1 The Seller shall, with effect from the Effective Time, assign to the order of the Buyer, or procure the assignment to the order of the Buyer of, all the Business Contracts which are capable of assignment without a Third Party Consent. 14.2 If any of the Business Contracts cannot be assigned or novated without obtaining a Third Party Consent, then the Seller and the Buyer shall use their respective reasonable endeavours to obtain such consents. 14.3 Insofar as any of the Business Contracts cannot be assigned or novated to the Buyer without Third Party Consent then pending such consent or where any of the Business Contracts are incapable of transfer to the Buyer by assignment, novation or other means then: 14.3.1 the Seller shall at the Buyer’s request use its reasonable endeavours with the co-operation of the Buyer to procure such assignment or novation; 14.3.2 unless and until any such Business Contract is assigned or novated, the Seller shall for a period of not less than 18 months after Completion continue its corporate existence and shall hold such Business Contract and any monies, goods or other benefits received thereunder as trustee for the Buyer and its successors in title absolutely; 14.3.3 the Buyer shall (if such sub-contracting is permissible and lawful under the Business Contract in question), act as the Seller’s sub-contractor, and to the extent they are Assumed Liabilities perform all the obligations of the Seller under such Business Contract and, where sub-contracting is not permissible, the Buyer shall perform such obligations as agent for the Seller; 14.3.4 the Seller shall not from Completion take any action or otherwise do anything in relation to the Business Contracts without the Buyer’s prior written consent save in respect of any Business Contracts the performance of which has been completed in part by the Seller prior to the Completion and the action or deed solely relates to such partial performance and without effect or import to any other part of the Business Contract or its performance by the Buyer; 14.3.5 unless and until any such Business Contract is assigned or novated, the Seller shall (so far as it lawfully may) give all such reasonable assistance as the Buyer may reasonably require (at the Seller’s cost) to enable the Buyer to enforce its rights under such Business Contract and (without limitation) shall, on prior written request, provide access to all relevant books, documents and other information in relation to such...
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. 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. Snowbell Management Limited Agreement dated July 19,2015 as amended January 29, 2016 and July 15, 2016;
The Business Contracts. 12.1 The Purchaser shall become entitled to the benefits of the Seller under the Assumed Contracts and this Agreement shall constitute an assignment of the benefit of all Assumed Contracts to the Purchaser with effect from Completion, provided that this Agreement shall not constitute an assignment or attempted assignment if it would constitute a breach of such Assumed Contract. 12.2 Where a third party consent is required to the assignment of the benefit of any of the Assumed Contracts to the Purchaser, the Parties shall use their best efforts to obtain any such third party consent. Upon any such third party consent being obtained, this Agreement shall constitute an assignment of the benefit of the Assumed Contract to which that third party consent relates. 12.3 The Purchaser shall not be liable for any liabilities, losses, charges, costs, claims or demands whatsoever arising from the absence of or any failure to obtain any third party consent in accordance with this Agreement. To the extent such agreements cannot be assigned or novated, the Parties shall agree to the extent possible on an arrangement whereby such agreement is performed by the Purchaser on its own behalf, but in the name of the Seller, or on any other arrangement whereby the Purchaser may obtain the benefit of the arrangement in exchange of assuming the liabilities related thereto. The Seller shall at the Purchaser's request immediately, but subject to customer's approval terminate any of the agreements. 12.4 The benefit and burden of the Non-Assumed Contracts shall remain with the Seller and shall not pass to the Purchaser under this Agreement or otherwise. The Seller and the Purchaser shall agree, by the Completion Date, upon a basis on which performance of the Non-Assumed Contracts shall be sub-contracted to the Purchaser. 12.5 The Seller undertakes to perform the Non-Assumed Contracts to the extent that performance has not been sub-contracted to the Purchaser pursuant to arrangements made in accordance with clause 12.4. 12.6 If the Seller has omitted to give full, complete and accurate details of or to disclose the existence of a Contract to the Purchaser, then the Purchaser may elect in writing, within three months after becoming aware of such details or the existence of such Contract (as the case may be), that such Contract shall be excluded from the sale under this agreement so that the parties' obligations in respect of that Contract shall end immediately after such election is mad...
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. 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...
The Business Contracts 

Related to The Business Contracts

  • Business Contracts (a) Schedule 1.1(d) lists each agreement (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Sellers are a party or beneficiary or by which Sellers (in respect of the Business) or any of the Assets is bound or otherwise obligated for which Sellers have provided staffing services at any time during the period beginning on January 1, 2022 and ending on the Closing Date, including all customer contracts, purchase orders and statements of work (collectively, the “Customer Contracts”). Each Customer Contract represents the entire agreement between Sellers and the other party or parties thereto. Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Customer Contract will continue to be binding in accordance with its terms following the Closing Date, and the closing of the transactions contemplated hereby and will not result in an actual or potential default, or require the payment of any sum of money, under any Customer Contract (with or without the lapse of time or giving of notice, or both). (b) Schedule 2.14(b) lists a generic description of each of the employment-related agreements and policies applicable to Billable Personnel (collectively, the “Billable Personnel Contracts”). Each Temporary Personnel Contract represents the entire agreement between Sellers and the other party or parties thereto. Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Billable Personnel Contract will continue to be binding in accordance with its terms following the Closing Date and the closing of the transactions contemplated hereby and will not result in an actual or potential default, or require the payment of any sum of money not contemplated by Section 4.3(c), under any Billable Personnel Contract (with or without the lapse of time or giving of notice, or both). (c) Schedule 1.1(f) lists each agreement (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Sellers are a party or beneficiary or by which Sellers (in respect of the Business) or any of the Assets is bound or otherwise obligated relating to the Billable Staffing Independent Contractors who are providing billable services on the date hereof (collectively, the “Billable Staffing Independent Contractor Contracts”). Each Billable Staffing Independent Contractor Contract represents the entire agreement between Sellers and the other party or parties thereto. Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Billable Staffing Independent Contractor Contract will continue to be binding in accordance with its terms following the Closing Date and the closing of the transactions contemplated hereby the closing of the transactions contemplated hereby and will not result in an actual or potential default, or require the payment of any sum of money, under any Billable Staffing Independent Contractor Contract (with or without the lapse of time or giving of notice, or both). (d) Schedule 2.14(d) lists the following currently effective agreements (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Sellers are a party or beneficiary or by which Sellers (in respect of the Business) or any of the Assets is bound or otherwise obligated, which is not listed in any other Schedule (collectively with the agreements and policies listed in the other Schedules, the “Business Contracts”): (i) real estate leases; (ii) agreements evidencing, securing or otherwise relating to any Indebtedness for which Sellers are, directly or indirectly, liable; (iii) capital or operating leases or conditional sales agreements relating to vehicles, equipment or other Assets that are material to the Business; (iv) agreements pursuant to which Sellers are entitled or obligated to either acquire any assets from, or sell any assets to, a third Person; (v) insurance policies; (vi) employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; and (vii) agreements with or for the benefit of the Selling Person, or any director, manager, officer or employee of Sellers employed in the Business, or any Affiliate or immediate family member thereof. (e) Sellers have delivered to Buyer a true, correct and complete copy of each written Business Contract and a written, detailed summary of each material term of each oral Business Contract. Each Business Contract is valid, binding and in full force and effect and enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity). Sellers have performed all of their material obligations under each Business Contract, and there exists no breach or default (or event that with notice or lapse of time would constitute a breach or default) on the part of Sellers or, to the Knowledge of Sellers, on the part of any other Person under any Business Contract. There has been no termination or notice of default or, to the Knowledge of Sellers, any threatened termination under any Business Contract. To the Knowledge of Sellers, no party to any Business Contract intends to alter its relationship with the Business as a result of or in connection with the acquisition contemplated by this Agreement.

  • Customer Contracts 6.2.1 The Redistributor should ensure that its contracts with its Customers give it all necessary rights to control and monitor Data use. 6.2.2 The Redistributor is obliged to make the contents of this Schedule available to its customers.

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Assumed Contracts (a) The Assumed Contacts are all of the agreements and contracts in any way relating to or affecting the Business, all of which are assignable to and will be fully and effectively assigned and transferred to Buyer as of the Closing Date without expense to Buyer or imposition of any condition or restriction binding on Buyer. The copies of all Assumed Contracts have been furnished to Buyer, and are full and complete copies, as amended, to the present date. (b) All Assumed Contracts are now and on the Closing Date shall be in good standing and in full force and effect without amendment thereto (unless such amendments are clearly noted) and Seller is entitled to all benefits thereunder. All of the transactions of Seller with third persons have been conducted on an arms-length basis. All Assumed Contracts are valid and binding obligations of the parties thereto in accordance with their respective terms. (c) No material default or alleged material default exists on the part of Seller, nor, to the knowledge of Seller or its officers, on the part of any other party, under any Assumed Contract and there exists no state of facts, which after notice or lapse of time, or both, would constitute a default or breach in connection with any Assumed Contract. For purposes of this subsection, the word "default" includes, but is not limited to, the failure to comply with any condition precedent under the provisions of any such Assumed Contract. Seller has received no information which might reasonably indicate that any party to a contract or commitment is unable or unwilling to perform under such Assumed Contract. (d) Seller has no information which might reasonably indicate that any customer or supplier of Seller intends to cease purchasing from, selling to or dealing with Seller, nor has any information been brought to the attention of Seller which might reasonably lead Seller to believe that any customer or supplier intends to alter in any material respect, the amount of such purchases, sales or the extent of dealings with Seller or would alter in any material respect its purchases from, sales to, or dealings with Buyer in the event of the consummation of the transactions contemplated hereby.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Covered Contracts and Contractors If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principle place of business, then the Contractor must comply with the requirements of Minnesota Statute § 363A.36 and Minnesota Rule Parts 5000.3400-5000.3600. A Contractor covered by Minnesota Statute § 363A.36 because it employed more than 40 full-time employees in another state and does not have a certificate of compliance, must certify that it is in compliance with federal affirmative action requirements.

  • Assigned Contracts The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Transferred Contracts (a) Schedule 2.1(a)(i) sets forth as of the date hereof the Transferred Contracts (including all modifications, amendments and supplements thereto and waivers thereunder) of the Seller or its Subsidiaries. (b) Section 3.10(b) of the Disclosure Schedule describes any third-party supplier and vendor arrangements of the Seller used to service any of the Purchased Assets and Assumed Liabilities. (c) Each Transferred Contract is valid, binding and enforceable against the Seller or its Subsidiaries, as applicable, and, to the Seller’s Knowledge, the counterparties thereto in accordance with its terms, and is in full force and effect. Except as set forth on Section 3.10(c) of the Disclosure Schedule, the Seller or its Subsidiaries, as applicable, has performed in all material 19 respects all material obligations required to be performed by it under, is not in material default, breach or violation of, or received notice or demand alleging that it has breached, any Transferred Contract to which it is a party and, as of the date hereof, to the Seller’s Knowledge, no counterparty thereto is in material default, breach or violation of any Transferred Contract. To the Seller’s Knowledge, no event has occurred which, with notice, or lapse of time, or both, would constitute a material default, breach or violation thereof by the Seller or any other party thereto or would permit termination, acceleration or modification thereof (including any events that would result in any requests or demands to reduce the scope of services thereunder), by any party thereto or would result in the demand for or payment of liquidated damages by the Seller under any Transferred Contract. To the Seller’s Knowledge, since January 1, 2019, there have been no significant delays caused by Seller in reaching milestones or meeting deadlines under any Transferred Contract and there are no conditions (including any vendor delays or breach or change in Laws) that would prevent the Seller from delivering the services under such Transferred Contracts by the time that such services are required to be delivered by the terms of such Transferred Contracts or as mutually agreed with customer, or that would render performance of such Transferred Contract impossible. Since April 1, 2019, the Seller has satisfied all L1 and L2 service-level commitments to customers required under the terms of the Transferred Contracts entered into prior to April 1, 2019 listed in Schedule 2.1(a)(i). (d) There are no Contracts with down-stream channel partners, sales agents, or sub-contractors that are used by the Seller to source the Transferred Contracts or perform its obligations under the Transferred Contracts. (e) Each statement of work representing a Transferred Contract as of the date hereof is consistent as to scope and terms in all material respects with the corresponding statement of work (if any) that the Seller has placed with the Purchaser with respect to such Transferred Contract statement of work. (f) Except to the extent that any consents set forth on Section 3.2(c) of the Disclosure Schedule are not obtained, and except for Contracts which are terminable at will or for convenience, each Transferred Contract (i) is freely and fully assignable to the Purchaser without penalty and (ii) upon consummation of the transactions contemplated by this Agreement and the Ancillary Documents (including the assignment of the Transferred Contracts to the Purchaser) shall remain valid and binding and shall continue in full force and effect without penalty. (g) Subject to Section 5.8 and Section 5.9, the Seller has made available to Purchaser true, correct and complete copies of all Transferred Contracts (including all amendments, supplements and other modifications thereto) as in effect on the date of this Agreement.