Transferring Contracts. 9.1 As referred to in Clause 3.4 above, all existing SLA Agreements shall remain in effect for at least the Transition Period unless the term of those arrangements are extended, amended or terminated.
9.2 In respect of any third party contracts and licenses in existence between the Parties that are used by both Parties, the Parties will use their reasonable endeavours to continue to provide or to procure that third parties continue to provide the benefit of such contracts and licences to both Parties, and the Parties shall pay any charges associated with any benefit or services they receive under such contracts.
9.3 The Parties agree that there may be other contracts which have not yet been identified by the Parties and which, whilst retained by the either Party, the other Party will continue to require the benefit of after the Effective Date. In relation to such contracts, as well as the contracts described in 9.2, the Parties hereby agree and undertakes to each other that the Parties shall indemnify each other on demand against each loss, liability and cost incurred by the other party (“Indemnified Party”) after the Effective Date in connection with the termination in whole or part of such contracts, if the contract was terminated by the terminating Party (“Terminating Party”) on the instruction or due to the Terminating Party no longer requiring the benefit of such contract, including without limitation each loss, liability and cost reasonably incurred as a result of defending or settling any claim alleging such a liability but excluding any liability of the Parties arising under the terms of this Agreement. The Parties agree to consult with the each other prior to terminating any such contracts with a view to mitigating any losses that may arise.
Transferring Contracts. The provisions of Schedule 2 (Transferring Contracts) shall apply, subject to the terms of any relevant Ancillary Agreement:
(a) if and to the extent that the transfer, assignment, sub-licence of the benefit and / or burden of (x) any Alcon Business Contract to the relevant member of the Alcon Group; or (y) any Novartis Business Contract to the relevant member of the Novartis Group:
(i) requires obtaining an agreement of novation or transfer, a consent, approval, waiver or the like from a Third Party (including any Governmental Entity) (such agreement of novation, transfer, approval, waiver or consent, a Third Party Consent) to such assignment, sub-license, transfer or change of control; or
(ii) is prohibited by Applicable Law: and
(b) with respect to any Shared Contract.
Transferring Contracts. C-9.1 Contractors shall not assign this Contract or any part thereof without the consent, in writing, of the County. Contracts will be assigned according to the County’s criteria for new contracts and/or the transfer of existing contracts in accordance with Section M.
Transferring Contracts. 11.8.1 Until the Consent Date, the Purchaser will ensure that all Liabilities of the Seller arising under the Transferring Contracts taken over by or pursuant to clause 10.3.9 will be performed and completed by the Purchaser fully and timeously in accordance with the terms and conditions of the relevant Transferring Contract.
Transferring Contracts. There are no Material Transferring Contracts which:
4.1.1 are not in the ordinary course of business;
4.1.2 are not on an arm’s length basis;
4.1.3 are of a long term nature that have an unexpired term of 5 years or more and cannot be terminated by the Seller at an earlier date; or
4.1.4 materially restrict the Seller's freedom to carry on the Business.
Transferring Contracts. (a) As of the Relevant Closing Date, the relevant Transferring Contracts will comprise all material Contracts (other than, in the case of the O&MCo Assignment, the O&MCo Outstanding Contracts) to which the Seller is a party as of such date that are (i) primarily related to the Relevant Transferring Business and (ii) together with the TSA and the IT Separation Plan, necessary for the Relevant NewCo to conduct the Relevant Transferring Business in the manner conducted as of the date hereof in all material respects.
(b) True, complete and correct copies of each Material Contract, and all of the amendments, modifications and supplements thereto (other than any Contracts, amendments, modifications and supplements entered into to satisfy the conditions set forth in Section 3.2 or 3.3), have been disclosed in the VDR.
(c) Each Material Contract constitutes valid and legally binding obligations of the Seller or the Relevant NewCo (as applicable) and, to the Knowledge of the Seller, the other parties thereto, enforceable against such parties in accordance with their terms, except (i) as such enforceability may be limited by the Bankruptcy Exception or (ii) where such failure to constitute a valid and legally binding obligation or be enforceable does not have a Material Adverse Effect.
(d) No default by the Seller and/or the Relevant NewCo (as applicable) or, to the Knowledge of the Seller, any other Person, has occurred and is continuing in respect of any Material Contract that has had or would reasonably be expected to have a Material Adverse Effect.
Transferring Contracts. Subject to clause 10.4:
(a) the Company will, and will procure that each member of the Tilt Renewables Group will, use reasonable endeavours to obtain consent from the counterparties to each NZ Transferring Contract to the assignment of the Company’s right, title and interest in those contracts to, and the assumption of the Company’s obligations under those contracts by, Mercury with effect from the Implementation Date (with the Company being released from such obligations on and from assignment); and
(b) Mercury must cooperate with and use its reasonable endeavours to assist the Company to obtain each required consent under clause 10.3(a) (but without contacting any contractual counterparties directly without the Company's consent).
Transferring Contracts. 2. 1. TELKOM acknowledges that certain of the services to be provided interms of this agreement will be provided by third parties (other thanTFMC) which are party to certain of the transferring contracts negotiatedand concluded by TELKOM. 2. 2. TFMC shall not be held responsible for any or all of the actions oromissions of the other parties to the transferring contracts.
Transferring Contracts. The Material Transferring Contracts are listed in Schedule 5. BDML has provided Xxxxxxx Wales with a copy of each Material Transferring Contract. Except for rights to use of the assets to be transferred to the Developer pursuant to the Transfer, the Transitional Services Agreement, the Contract Manufacturing Agreement and the Parts Distribution Agreement, the Transferring Contracts are all the contracts, arrangements, and agreements, of whatsoever nature, necessary to enable Xxxxxxx Wales to conduct the Operation in all material respects in the same manner as the Operation is being conducted as at Completion. The Transferring Contracts are valid and enforceable in accordance with their terms, and, BDML and, so far as BDML is aware, all other parties to each of those Transferring Contracts have performed all obligations required to be performed in connection with these Transferring Contracts to date. Neither BDML nor, so far as BDML is aware, any other party is in default or in arrears under the terms of these Transferring Contracts, and no condition exists or event has occurred which, with the giving of notice or the lapse of time or both, would constitute a default under any of them. No Material Transferring Contract is out of the ordinary and usual course of business. BDML has not given any power of attorney to any person, firm, or corporation for any purpose whatsoever relating to the Transferring Assets.
Transferring Contracts
