Transferred Agreements. Subject to the terms and conditions of this Agreement, effective the Effective Date, APIL hereby assigns to Purchaser APIL’s rights, and Purchaser hereby assumes APIL’s obligations, under the Transferred Agreements, if such Transferred Agreements are assignable at such time, except to the extent such rights and obligations relate to performance or non-performance under the Transferred Agreements on or prior to the Effective Date. On the Effective Date and thereafter from time to time until all Transferred Agreements are assigned, APIL shall transfer to Purchaser copies of the Transferred Agreements and such information in APIL’s possession as is reasonably necessary to continue conducting business under such Transferred Agreements. If any Transferred Agreement is not assignable as of the Effective Date, APIL shall use commercially reasonable efforts to seek the consent of the applicable third party(ies) to assign such Transferred Agreement to Purchaser and, if and when such consent(s) are obtained, Purchaser shall be assigned APIL’s rights and shall assume APIL’s obligations under such Transferred Agreement, except to the extent such rights and obligations relate to performance or non-performance under the Transferred Agreement on or prior to the Effective Date. To the extent permitted by applicable law and by the terms of the applicable Transferred Agreement, any Transferred Agreement that is not assignable to Purchaser as of the Effective Date shall be held, as of and from the Effective Date, by APIL for the benefit and burden of Purchaser and the covenants and obligations thereunder shall be fully performed by Purchaser on APIL’s behalf and all rights, liabilities and obligations existing thereunder, as of and from the Effective Date, shall be for Purchaser’s account. To the extent permitted by applicable law and by the terms of the applicable Transferred Agreement, APIL shall take or cause to be taken, at Purchaser’s expense, such actions as Purchaser may reasonably request which are required to be taken in order to provide Purchaser with the benefits and burdens of the Transferred Agreements that are not assignable as of the Effective Date. From and after the Effective Date, without Purchaser’s prior consent, and subject to Purchaser’s compliance with APIL’s obligations under the applicable Transferred Agreement that are not assignable as of the Effective Date, APIL shall not take, permit to be taken or omit to take any action, in each case, within AP...
Transferred Agreements. Schedule 4.11 sets forth a true, correct and complete list of the following Contracts, including all amendments thereto, related directly to the Business:
4.11.1 any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset);
4.11.2 any lease of personal property providing for annual rentals of Ten Thousand Dollars ($10,000) or more or any lease of real property;
4.11.3 all Contracts which limit or restrict Seller from engaging in the Business in any jurisdiction;
4.11.4 all Contracts for capital expenditures or the acquisition or construction of materials, supplies, goods, services, equipment or other assets that involve expenditures of more than Fifty Thousand Dollars ($50,000);
4.11.5 all Contracts, including for this purpose all Seller Benefit Plans or any other plans, that provide for an increased payment or benefit, or accelerated vesting, upon the execution of this Agreement or the Closing or in connection with the transactions contemplated hereby which, as to all Persons covered thereby, the aggregate amount is in excess of Two Hundred Fifty Thousand Dollars ($250,000);
4.11.6 any agreement relating to the acquisition or disposition of the Business (whether by merger, sale of stock, sale of assets or otherwise);
4.11.7 all material joint venture or partnership Contracts or other Contracts providing for the sharing of any profits related to the Business;
4.11.8 all Master Services Agreements with customers currently in effect and not fully performed for the provision of goods or services with (i) a value in excess of One Hundred Thousand Dollars ($100,000) and/or (ii) the top twenty (20) customers of the Business;
4.11.9 all Contracts requiring Seller to indemnify another Person or to share in or contribute to the Liability of another Person or that include provisions that could obligate Seller to pay liquidated damages;
4.11.10 all Contracts providing for “earn-outs,” “savings guarantees,” “performance guarantees” or other contingent payments by Seller involving more than Fifty Thousand Dollars ($50,000) over the term of the Contract other than Contracts entered into by Seller in the ordinary course of business that provide for “incentive payments” or “incentive penalties” or similar payments;
Transferred Agreements. Subject to Section 4.2, all rights of Sellers relating to the time period after the First Closing under the agreements listed on Schedule 1.1(f) (collectively, the “Transferred Agreements”).
Transferred Agreements. All rights of InfoPak under the agreements entered into between InfoPak and third parties named therein in the operation of the MLS Business and listed in Schedule 1.1(c) (collectively, the "TRANSFERRED AGREEMENTS"); and
Transferred Agreements. Buyer is not assuming any debt, liability or obligation of Seller, whether known or unknown, fixed or contingent, except for any continuing obligations under the Transferred Agreements. Selling Parties jointly and severally agree to indemnify and hold Buyer harmless against all debts, claims, liabilities and obligations of Seller not expressly assumed by Buyer hereunder, and to pay any and all attorneys' fees and legal costs incurred by Buyer, its successors and assigns in connection therewith and Buyer agrees to indemnify and hold Selling Parties harmless against all debts, claims, liabilities and obligations of Seller expressly assumed by Buyer hereunder, and to pay any and all attorneys' fees and legal costs incurred by Selling Parties, and their respective successors and assigns in connection therewith. Buyer shall have the benefit of and shall perform all contracts, commitments, permits, licenses, registrations and authorizations, if any, specifically listed on SCHEDULE 1.1.7, in accordance with the terms and conditions thereof, with such modifications as are specifically disclosed on such SCHEDULE 1.
Transferred Agreements. (a) On or prior to the Closing Date, (i) Seller shall deliver to Buyer all of the Transferred Agreements, and (ii) for each such Transferred Agreement listed on Schedule 1.6, Seller shall deliver to Buyer a written agreement in a form satisfactory to Buyer, signed by all the parties to such Transferred Agreement pursuant to which such party or parties thereto: (x) unconditionally consent to the transfer and assignment of such Transferred Agreement to Buyer and subsequently Buyer Parent or a controlled affiliate thereof; (y) agree that any and all past and present obligations of Seller or any of its affiliates to pay to such third party or parties any money, royalty or any other form of consideration pursuant to such agreement has been fully satisfied or shall remain the obligation of Seller upon such transfer and assignment; and (z) confirm that Buyer will have all rights that Seller or any of its applicable affiliates had under such Transferred Agreement as though Seller or any of its applicable affiliates had satisfied any and all their past and present obligations to pay such third party or parties any money, royalty or any other form of consideration pursuant to such agreement. For each Transferred Agreement not listed on Schedule 1.6, Seller and Buyer agree to cooperate with each other in contacting the parties to such Transferred Agreements for the purpose of obtaining the agreement and confirmation specified in clauses (y) and (z) directly above with respect to such Transferred Agreements.
(b) In the event that any consideration is owed, or claimed to be owed, in each case pursuant to obligations incurred at or prior to the Closing, to any third party pursuant to the Transferred Agreements, Seller shall immediately pay or cause to be paid all such consideration owed to such third party and all such payment obligations and claimed payment obligations shall constitute Excluded Liabilities.
Transferred Agreements. All contracts and agreements of Seller to the extent assignable by Seller, customer agreements, vendor agreements, purchase orders, installation and maintenance agreements, hardware lease or rental agreements, contract claims and all other arrangements and understandings related to the Business which are listed on SCHEDULE 1.1.7, a final version of which will be attached hereto on the Closing Date (collectively, the "Transferred Agreements"); 1
Transferred Agreements. Subject to Section 2.7 hereof, Seller ---------------------- will use commercially reasonable efforts to secure, before the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to Buyer, from any Person to any Transferred Agreement required to be obtained to assign or transfer any such agreements to Buyer or to otherwise satisfy the conditions set forth in Section 8.3; provided that neither Seller nor Buyer shall have any obligation to offer or pay any consideration in order to obtain any such consents or approvals; and provided, further, that Seller shall not make any agreement or understanding affecting the Purchased Assets or the Operations as a condition for obtaining any such consents or waivers without the prior written consent of Buyer. During the period prior to the Closing, Buyer shall use commercially reasonable efforts to cooperate and assist Seller in obtaining the consents, approvals and waivers contemplated by this Section 6.3(a).
Transferred Agreements. True, complete and accurate copies of the Transferred Agreements, including all modifications, amendments, and supplements thereto and waivers thereof, have previously been delivered or made available to Purchaser. Each of the Transferred Agreements is in full force and effect, and is valid, binding and enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally and the availability of equitable remedies. Seller is not in breach or default, nor has any event occurred which with the giving of notice or the passage of time or both would constitute a breach or default by Seller of, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any obligation under, any Transferred Agreement and, to the Knowledge of Seller, no other party is in breach or default, and no event has occurred which with the giving of notice or the passage of time or both would constitute a breach or default by any other party, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by Seller under, or in any manner release any party thereto from any obligation under, any Transferred Agreement. Seller has not received any notice or communication regarding any violation or breach of, or default under any Transferred Agreement. Seller has not been notified in writing by any counterparty to any Transferred Agreement that such counterparty is terminating, modifying, repudiating or rescinding, or intends to terminate, modify, repudiate or rescind such Transferred Agreement.
Transferred Agreements. Agreement Dow Party –
