Transfer of Certain Contracts Sample Clauses

Transfer of Certain Contracts. (a) Without limiting the generality of Section 2.2, Union Oil agrees that between the date hereof and the Closing Date it will use its reasonable efforts to obtain or cause to be obtained the necessary consents to the transfer to the Company of each contract, license or permit included in the Assets which by its terms requires the consent of any other contracting party thereto or the issuer thereof (for purposes of this section, "Consent Required Asset"). In no event, however, shall Union Oil be obligated to pay any money to any person or to offer or grant other financial or other accommodations to any person in connection with obtaining any consent with respect to any contract, license or permit. If Union Oil shall have failed prior to the Closing Date to obtain consents to the transfer of any Consent Required Asset, the terms of this Section 2.5 shall govern the transfer of the benefits of each such contract, license or permit.
Sample 1Sample 2
AutoNDA by SimpleDocs
Transfer of Certain Contracts. (a) The Seller and the Company agree that between the date hereof and the Closing Date they will use all reasonable efforts to obtain the necessary consents to the assignment of each Contract which by its terms or under applicable law requires the consent of any of the other contracting parties thereto to an assignment thereof to the Buyer, all of which are set forth on the attached Schedule 6.5(a) (the "Contracts Requiring Consents"). ---------------
Sample 1
Transfer of Certain Contracts. Each Seller agrees that between the Agreement Date and the Closing Date it will use commercially reasonable efforts to obtain or cause to be obtained the necessary consents to the transfer of each Assumed Contract which by its terms requires the consent of any other contracting party thereto (for purposes of this Section, “Consent Required Contract”), and Buyer will cooperate with such Seller in securing such consent. In the event that any Seller shall have failed prior to the Closing Date to obtain consents to the transfer of any Consent Required Contract, the terms of this Section shall govern the transfer of the benefits of each such contract. Notwithstanding any provision contained in this Agreement to the contrary, the parties hereto acknowledge and agree that at the Closing Sellers shall not transfer or cause to be transferred to Buyer any Consent Required Contract the consent to which has not been obtained prior to the Closing Date. With respect to each such unassigned Consent Required Contract, after the Closing Date Sellers shall continue to deal with the other contracting party or parties to such Consent Required Contract as the prime contracting party and shall continue to use commercially reasonable efforts to obtain the consent of all required parties to the transfer of such Consent Required Contract to Buyer, but Buyer shall be entitled to the benefits of such Consent Required Contract accruing after the Closing Date to the extent that Sellers may provide Buyer with such benefits without violating the terms of such Consent Required Contract. To the extent permitted under such Consent Required Contract, Buyer agrees to perform at its sole expense all the obligations of Sellers to be performed under such Consent Required Contract, and to indemnify and reimburse Sellers for any cost Sellers incur in their continued performance, provided that Buyer receives the substantial benefits of such Consent Required Contract after the Closing Date.
Sample 1
Transfer of Certain Contracts. In connection with the Merger, all contracts and agreements relating to capital stock of ONS in effect at the Closing shall be replaced with contracts and agreements substantially equivalent in all material respects relating to the capital stock of Newco, including without limitation, all options, warrants and other rights to purchase capital stock and all contracts relating to registration rights, voting of shares, transfer of shares and similar matters.
Sample 1
Transfer of Certain Contracts. Old Long Beach hereby sells, conveys, transfers, assigns and grants to LBFC all of Old Long Beach's legal, beneficial and other right, title and interest in and to those certain contracts, leases and agreements listed on Schedule 1.1(c) (the "Transferred Contracts"), and LBFC hereby assumes and agrees to observe, perform, discharge and be bound by the terms and conditions thereof to the extent such obligations or duties are applicable to and accrue with respect to, or are to be performed in, periods after the Effective Time. Except as set forth in Section 3.2, the Transferred Contracts (and any related assets) are hereby transferred to LBFC without any representation or warranty by Old Xxxx Xxxxx xxx Xxx Xxxx Xxxxx xxxcifically disclaims any and all express and implied warranties with respect to the Transferred Contracts, including without limitation the implied warranties of merchantability and fitness for a particular purpose.;
Sample 1
Transfer of Certain Contracts. Old Long Beach hereby sells, conveys, transfers, assigns and grants to LBFC and LBFC hereby acknowledges receipt of all of Old Long Beach's legal, beneficial and other right, title and interest in and to those certain contracts, leases and agreements listed on Schedule 1.1(c) (the "Transferred Contracts"), and LBFC hereby assumes and agrees to observe, perform, discharge and be bound by the terms and conditions thereof to the extent such obligations or duties are applicable to and accrue with respect to, or are to be performed in, periods after the Effective Time. Except as set forth in Section 3.2, the Transferred Contracts (and any related assets) are hereby transferred to LBFC without any representation or warranty by Old Xxxx Xxxxx xxx Xxx Xxxx Xxxxx xxxcifically disclaims any and all express and implied warranties with respect to the Transferred
Sample 1
Transfer of Certain Contracts. Following the Closing Date, the Parties shall commit to enter into a novation agreement with respect to any and all Government Contracts related to the Business that were awarded to the Seller. If the Seller receives any payments with respect to such Government Contracts to be novated to the Company pursuant to this Section 6.11, the Seller shall pay such amounts to the Company within sixty (60) days of their receipt of such amounts.
Sample 1
AutoNDA by SimpleDocs
Transfer of Certain Contracts. From and after the date hereof, the Sellers shall use their respective Best Efforts to obtain the necessary consents to the assignment of each Purchased Contract which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. All costs, transfer fees and other expenses incurred by the parties in the process of obtaining such consents, whether incurred before or after the Closing Date, shall be borne by the Sellers.
Sample 1

Related to Transfer of Certain Contracts

  • Termination of Certain Contracts Purchaser shall have received evidence reasonably acceptable to Purchaser that the Contracts set forth on Schedule 10.3(e)(ix) involving any of the Target Companies and/or Sellers or other Related Persons shall have been terminated with no further obligation or Liability of the Target Companies thereunder.

  • Transfers of Certain Rights (a) This Agreement, and the rights and obligations of each Stockholder hereunder, may be assigned by such Stockholder to another Stockholder, to any affiliate of such Stockholder or to any person or entity acquiring at least 300,000 Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of the Stockholder Registrable Shares) (such number being subject to adjustment for any stock dividend, stock split, subdivision, combination or other recapitalization of the Common Stock of the Company); provided, however, that the transferee provides written notice of such assignment to the Company stating its name and address and identifying the securities with respect to which such rights are being assigned; and provided further, that the Company receives the written instrument provided in subparagraph (b) below. Any transferee to whom a transfer is made in accordance with the immediately preceding sentence shall be deemed a Stockholder for purposes of this Agreement.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Modification of Certain Agreements The Borrower will not, and will not permit any of its Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in,

  • Restrictions on Payment of Certain Debt Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any:

  • Absence of Certain Agreements Neither Parent nor any of its Affiliates has entered into any contract, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether oral or written), pursuant to which: (a) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company (i) agrees to vote to adopt this Agreement or the Merger or (ii) agrees to vote against any Superior Proposal or (b) any Third Party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger.

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Termination of Certain Provisions 46 SECTION 7.14.

Time is Money Join Law Insider Premium to draft better contracts faster.