Undisclosed Contracts. Except as set forth on Schedule B.29:
(a) No undisclosed portions of the Government Contracts constituting Undisclosed Contracts of Lockheed Xxxxxx (i) involve the performance of work by Lockheed Xxxxxx’x ELV Business of a materially different nature than work currently performed by Lockheed Xxxxxx’x ELV Business pursuant to Government Contracts to which Boeing has been provided access prior to the date of this Agreement, (ii) have terms which would result in total contract costs determined in accordance with GAAP indicating a loss (except that costs shall be based on the average costs of Lockheed Xxxxxx’x ELV Business for the applicable accounting year), (iii) include expressly unallowable termination costs, or (iv) contain any material terms that are not consistent with industry practice.
(b) No undisclosed portions of the Galex Contract constituting an Undisclosed Contract of Lockheed Xxxxxx (i) impose any material unindemnified or uninsured liability on Lockheed Xxxxxx’x ELV Business that is not substantially similar in nature and scope to the liabilities under the portions of the Galex Contract or other Contracts to which Boeing has been provided access prior to the date of this Agreement, (ii) involve potential risks to Lockheed Xxxxxx’x ELV Business that are not comparable in nature and scope to the risks specified in the portions of the Galex Contract or other Contracts to which Boeing has been provided access prior to the date of this Agreement, (iii) involve the performance of work by Lockheed Xxxxxx’x ELV Business of a materially different nature than work currently performed by Lockheed Xxxxxx’x ELV Business pursuant to the portions of the Galex Contract or other Contracts to which Boeing has been provided access prior to the date of this Agreement; (iv) have terms which would result in total contract costs determined in accordance with GAAP indicating a loss (except that costs shall be based on the average costs of Lockheed Xxxxxx’x ELV Business for the applicable accounting year) or (v) contain any material terms that are not consistent with industry practice.
(c) No undisclosed portions of the Contracts (other than Government Contracts and the Galex Contract) constituting Undisclosed Contracts of Lockheed Xxxxxx (i) involve the performance of work by Lockheed Xxxxxx’x ELV Business of a materially different nature than work currently performed by Lockheed Xxxxxx’x ELV Business pursuant to Contracts (other than Government Contracts and the Gal...
Undisclosed Contracts. If any Program Contract was not set forth on Schedule 2.1(b)(i) or 2.2(b)(viii) and is identified following the Closing, Aeglea shall promptly notify Immedica in writing giving sufficient disclosure of such Program Contract and provide Immedica with a copy thereof, in which case Immedica shall thereafter be entitled to deem such Program Contract an “Assigned Contract” and the provisions of this Agreement (including Section 2.6) shall apply to such Program Contract as though it were an Assigned Contract, and Aeglea and Immedica shall take such action reasonably requested by Immedica (and consistent with the other provisions of this Agreement (including Section 2.6)) to assign such Program Contract to Immedica. Neither Aeglea nor any of its Subsidiaries shall voluntarily terminate any such nondisclosed Program Contract prior to providing Immedica with written notice of the intent to terminate and giving Immedica a reasonable period of time to review such Program Contract and determine whether to exercise its right to treat such Program Contract as an “Assigned Contract.”
Undisclosed Contracts. Except as set forth on Schedule 4.02(x), no undisclosed portions of the Undisclosed Contracts of Saint-Gobain (i) involve the performance of work by Saint-Gobain’s Business of a materially different nature than work currently performed by Saint-Gobain’s Business pursuant to Contracts to which Xxxxx Corning has been provided access prior to the date of this Agreement, (ii) have terms which would result in total contract costs determined in accordance with IFRS indicating a loss (except that costs shall be based on the average costs of Saint-Gobain’s Business for the applicable accounting year), (iii) contain any material terms that are not consistent with industry practice or (iv) require Saint-Gobain’s Business to “take or pay” for a minimum number or volume of goods, or to purchase a minimum number or volume of goods used in excess of the current requirements of Saint-Gobain’s Business under existing Contracts (in each case in an amount exceeding USD100,000).
Undisclosed Contracts. If the Buyer learns that the Seller failed (whether or not inadvertently) to list any customer contract on SCHEDULE 1.1(f) (list of Waste Customer Contracts), other than any contract the performance of which has been completed, then the Buyer shall have the option to treat such contract as a Waste Customer Contract for all purposes under this Agreement.
Undisclosed Contracts. If prior to or following the Closing, any party hereto becomes aware of any executory contract or unexpired lease related to the Acquired Assets that has not been disclosed in writing or that was not made available, in each case, to the Purchaser prior to the date hereof (each, an “Undisclosed Contract”), the discovering party shall reasonably promptly notify the other party in writing of such Undisclosed Contract, and the Purchaser may elect, no later than the later of (i) ten (10) Business Days after such notice and (ii) the Contract Designation Date, to receive (for itself or for one of its permitted designees) an assignment of the applicable Sellers’ rights in such Undisclosed Contract; provided that the Bankruptcy Court authorizes the assumption by the Sellers (for contracts entered prior to the commencement of the New Bankruptcy Cases, whether or not amended after the commencement of the New Bankruptcy Cases) and/or the assignment to the Purchaser or its permitted designee of such Undisclosed Contract. If any Undisclosed Contract is entered into after the entry of the Sale Order, the Sellers shall promptly notify the Purchaser thereof; provided, however, that nothing herein shall permit a Seller to enter into an contract or lease in violation of Section 5.1.
Undisclosed Contracts. Notwithstanding anything Section 1.2(b) hereof, if after Closing, the Purchaser discovers any executory contract of any of the Sellers that was not included in the list of executory contracts disclosed to Purchaser and filed with the Bankruptcy Court prior to Closing then, at the Purchaser's request, Sellers shall take such steps as are necessary to cause such contract to be assumed by, and assigned to, the Purchaser, with any cure costs associated therewith to be borne by Sellers.
Undisclosed Contracts. Promptly after the date hereof, subject to Applicable Law, each of Xxxxx Corning and Saint-Gobain shall, with respect to each of the Contracts of its Business that contain confidentiality or non-disclosure provisions requiring the specific approval of customers or other Persons for disclosure of the terms thereof (the “Undisclosed Contracts”), use reasonable commercial efforts to obtain the approval of customers or other Persons as necessary to enable (i) each Parent and its Representatives to conduct a review of the Undisclosed Contracts of the other Parent’s Business to which such Parent shall have been denied access prior to the date hereof, and (ii) the Company to conduct the Business from and after the Closing Date. Upon receiving the approvals of customers or other Persons, as the case may be, as contemplated by the preceding clause (i), each Parent shall permit the other Parent’s Representatives to conduct a review of such Undisclosed Contracts, subject to the terms and conditions of the approvals, the provisions of the Confidentiality Agreement and the provisions of Applicable Law.
Undisclosed Contracts. Sellers have delivered to Purchasers true and complete copies of all Assumed Contracts, all of which are listed on Schedule 2.1(f). If after Closing Purchasers identify a Contract relating to the Business that was not previously disclosed by Sellers (each a “New Contract”), Purchasers shall have the option to acquire the New Contract and such Contract shall thereafter become an Assumed Contract, only if so designated by Purchasers in writing. Purchasers shall notify Sellers of their decision as to any such assignment within ten (10) Business Days of identifying the New Contract.
Undisclosed Contracts. Except as set forth on Schedule 4.01(w), no undisclosed portions of the Undisclosed Contracts of Xxxxx Corning (i) involve the performance of work by Xxxxx Corning’s Business of a materially different nature than work currently performed by Xxxxx Corning’s Business pursuant to Contracts to which Saint-Gobain has been provided access prior to the date of this Agreement, (ii) have terms which would result in total contract costs determined in accordance with U.S. GAAP indicating a loss (except that costs shall be based on the average costs of Xxxxx Corning’s Business for the applicable accounting year), (iii) contain any material terms that are not consistent with industry practice or (iv) require Xxxxx Corning’s Business to “take or pay” for a minimum number or volume of goods, or to purchase a minimum number or volume of goods used in excess of the current requirements of Xxxxx Corning’s Business under existing Contracts (in each case in an amount exceeding USD100,000).
Undisclosed Contracts. 23 7.5. Access to Books and Records ........................... 23 7.6.
