Transfer of Business Contracts Sample Clauses

Transfer of Business Contracts. The Transferor shall execute Assignment Deeds with respect to the Hotel Operator Agreements and send assignment/novation letters to, and where necessary, execute Assignment Deeds with, to the counterparties of other Business Contracts for transfer and vesting of such Business Contracts to the Transferee in the manner as contemplated in this Agreement; and the Transferee shall exclusively be entitled to all the rights, privileges and obligations of the Transferor under all Business Contracts, with effect from the BTA Closing Date.
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Transfer of Business Contracts. 5.1.1 The Transferor shall make its best efforts to cause the Business Contracts to be transferred to the Transferee as soon as possible before the Closing Date, and also cause related acceptance reports to be issued after the written warranties of the related parties of the Business Contracts are accepted. Business Contracts may be transferred in any of the following ways: 5.1.1.1 The Parties sign tripartite agreements with the related parties of the Business Contracts by which to transfer to the Transferee all the rights and obligations of the Transferor under related Business Contracts; 5.1.1.2 The Transferor terminates the related Business Contracts whose term does not expire with the related parties of such Business Contracts, and the Transferee signs the new contracts in the form and contents identical or close to those of original Business Contracts with the related parties of such Business Contracts; or 5.1.1.3 The Parties agree in writing that, in order to ensure the development of the Business and the stability of the Customers, all the income from all the Business Contracts not transferred to the Transferee as from the Closing Date is incorporated into and belongs to the Affiliates designated by the Transferee. 5.1.2 Where the Transferor fails to transfer related Business Contracts in the way as above or the transfer of any Business Contract constitutes a default, the Transferee shall be exempt from any responsibility at any time.
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Transfer of Business Contracts. The Parties unanimously agree and confirm that, as of the Closing Date, the Transferor shall have procured relevant parties to the Business Contracts to enter into Contract Transfer Agreement or other novation agreement as showed in Appendix IV with Kankan, and make best efforts to procure all Business Contracts to be transferred to Kankan in accordance with the transfer methods and principles agreed in Appendix III. The effective date of the transfer as a whole of the rights and obligations agreed in the Contract Transfer Agreement executed between the relevant parties to each Business Contract and Kankan shall be the date of transfer of rights and obligations of the Business Contracts (“Contract Transfer Date”). Prior to the Contract Transfer Date, the Transferor shall always perform and comply with the Business Contracts.
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Transfer of Business Contracts. The parties acknowledge and agree that certain Contracts relating to the marketing, sales and distribution activities of IMS and its Affiliates set forth on Section 4.19(c) of the Disclosure Schedule (the "Retained Contracts") shall be Excluded Contracts and thereby be retained by IMS or its Affiliates during the Transition Period for the territory or activity to which such Retained Contract relates. IMS and its Affiliates shall conduct their activities with respect to such Retained Contracts solely in accordance with Section 4.19(a) as if such Retained Contracts were Transition Assets and such Retained Contracts shall be held and managed for the benefit of the Company. Subject to compliance with the foregoing requirements, IMS and its Affiliates shall include the revenues from, and expenses, costs and liabilities arising under, such Retained Contracts in the amounts calculated and remitted under the IMA Transition Services Agreement. At the end of the applicable Transition Period, IMS shall or shall cause its Affiliates to transfer or assign the Retained Contracts to an Affiliate of PGIO or such other Person as the Company may request and such Affiliate of PGIO or other Person shall assume any and all rights and obligations under such Retained Contracts arising after the date of such transfer or assignment.
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Transfer of Business Contracts. 9.1 With respect to the Business Contracts which only require notice of any assignment or novation to be delivered by the relevant Assignor to the relevant Third Party, the Seller, on behalf of the relevant Assignor, shall send on or as soon as reasonably practicable following the Closing Date to the relevant Third Party a notification letter in the Agreed Form to notify such Party of the assignment of such Business Contract to the Purchaser. This Agreement shall constitute the assignment to the Purchaser of any Business Contract which do not require consent and which respect to those Business Contracts that do require consent, shall constitute the assignment to the Purchaser upon receipt of the applicable consent. 9.2 The Seller shall bear the amount of any payment, liability, cost or expense, of whatever nature incurred or suffered and paid by the Seller, the relevant Assignor or any member of the Seller Group or any member of the Purchaser Group resulting from or arising out of or in connection with (i) the assignment of any Business Contract; or (ii) the termination of any Business Contract (unless any amendment or termination of such Business Contract is requested by the Purchaser in writing (a “Purchaser Requested Change”), in which case the Purchaser shall bear all payment, liability, cost and expenses related to such Purchaser Requested Change including those listed below), including (without limitation) in respect of (i) and (ii) (collectively, “Contract Liabilities”): (a) any payment due (or agreed by the Seller to be paid) to any relevant Third Party to such Business Contract, as a result of or in connection with the assignment or termination as a result of the assignment of such Business Contract; (b) any other fee, penalty or other amount due to any such Party in this context (including any termination, exit, incentive or transfer fee); and (c) any amount due from the Purchaser in connection with any litigation relating to such events. 9.3 For the avoidance of doubt, (i) the Seller shall fully indemnify and hold the Purchaser harmless against any Contract Liabilities (other than those related to a Purchaser Requested Change) in accordance with Clause 22 hereunder, and (ii) the Purchaser shall fully indemnify and hold the Seller harmless against any Contract Liabilities that are specifically related to a Purchaser Requested Change in accordance with Clause 22 hereunder. 9.4 If and when the Seller, the relevant Assignor or any member of the Sell...
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Related to Transfer of Business Contracts

  • Transfer of Records (a) In accordance with Section 3.1, the Receiver assigns, transfers, conveys and delivers to the Assuming Bank the following Records pertaining to the Deposit liabilities of the Failed Bank assumed by the Assuming Bank under this Agreement, except as provided in Section 6.4: (i) signature cards, orders, contracts between the Failed Bank and its depositors and Records of similar character; (ii) passbooks of depositors held by the Failed Bank, deposit slips, cancelled checks and withdrawal orders representing charges to accounts of depositors; and the following Records pertaining to the Assets: (iii) records of deposit balances carried with other banks, bankers or trust companies; (iv) Loan and collateral records and Credit Files and other documents; (v) deeds, mortgages, abstracts, surveys, and other instruments or records of title pertaining to real estate or real estate mortgages; (vi) signature cards, agreements and records pertaining to Safe Deposit Boxes, if any; and (vii) records pertaining to the credit card business, trust business or safekeeping business of the Failed Bank, if any. (b) The Receiver, at its option, may assign and transfer to the Assuming Bank by a single blanket assignment or otherwise, as soon as practicable after Bank Closing, any other Records not assigned and transferred to the Assuming Bank as provided in this Agreement, including but not limited to loan disbursement checks, general ledger tickets, official bank checks, proof transactions (including proof tapes) and paid out loan files.

  • Audit and Inspection of Plants, Places of Business and Records (a) The State and its agents, including, but not limited to, the Connecticut Auditors of Public Accounts, Attorney General and State’s Attorney and their respective agents, may, at reasonable hours, inspect and examine all of the parts of the Contractor’s and Contractor Parties’ plants and places of business which, in any way, are related to, or involved in, the performance of this Contract. (b) The Contractor shall maintain, and shall require each of the Contractor Parties to maintain, accurate and complete Records. The Contractor shall make all of its and the Contractor Parties’ Records available at all reasonable hours for audit and inspection by the State and its agents. (c) The State shall make all requests for any audit or inspection in writing and shall provide the Contractor with at least twenty-four (24) hours’ notice prior to the requested audit and inspection date. If the State suspects fraud or other abuse, or in the event of an emergency, the State is not obligated to provide any prior notice. (d) The Contractor will pay for all costs and expenses of any audit or inspection which reveals information that, in the sole determination of the State, is sufficient to constitute a breach by the Contractor under this Contract. The Contractor will remit full payment to the State for such audit or inspection no later than 30 days after receiving an invoice from the State. If the State does not receive payment within such time, the State may setoff the amount from any moneys which the State would otherwise be obligated to pay the Contractor in accordance with this Contract's Setoff provision. (e) The Contractor shall keep and preserve or cause to be kept and preserved all of its and Contractor Parties’ Records until three (3) years after the latter of (i) final payment under this Contract, or (ii) the expiration or earlier termination of this Contract, as the same may be modified for any reason. The State may request an audit or inspection at any time during this period. If any Claim or audit is started before the expiration of this period, the Contractor shall retain or cause to be retained all Records until all Claims or audit findings have been resolved. (f) The Contractor shall cooperate fully with the State and its agents in connection with an audit or inspection. Following any audit or inspection, the State may conduct and the Contractor shall cooperate with an exit conference. (g) The Contractor shall incorporate this entire Section verbatim into any contract or other agreement that it enters into with any Contractor Party.

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