Common use of WHERE NO CONSENT Clause in Contracts

WHERE NO CONSENT. In respect of any Business Contract where the consent of the relevant other contracting party to the substitution in place of the Vendor of the Purchaser as a party to the contract with effect from the Completion Date is not obtained prior to the Completion Date, the Vendor shall continue to use its best endeavours to have those contracts assigned to the Purchaser, and in any event, will hold the relevant contracts on trust for the Purchaser and the Purchaser shall perform those contracts and all money paid by the relevant other contracting party in respect of those contracts shall be payable to and be retained by the Purchaser. The Purchaser will indemnify the Vendor against any Loss arising under the Business Contracts the subject of this CLAUSE 7.2 as a result of any act or omission of the Purchaser after the Completion Date (other than any Loss arising due to any breach by the Vendor of those Business Contracts, including any breach which may occur as a result of the Vendor having the Purchaser perform the Vendor's obligations on its behalf).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Home Security International Inc), Asset Purchase Agreement (Home Security International Inc), Nz Asset Purchase Agreement (Home Security International Inc)

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WHERE NO CONSENT. In respect of any Business Contract where the consent of the relevant other contracting party to the substitution in place of the Vendor of the Purchaser as a party to the contract with effect from the Completion Date is not obtained prior to the Completion Date, the Vendor shall continue to use its best endeavours to have those contracts assigned to the Purchaser, and in any event, will hold the relevant contracts on trust for the Purchaser and the Purchaser shall perform those contracts and all money paid by the relevant other contracting party in respect of those contracts shall be payable to and be retained by the Purchaser. The Purchaser will indemnify the Vendor against any Loss arising under the Business Contracts the subject of this CLAUSE 7.2 8.2 as a result of any act or omission of the Purchaser after the Completion Date (other than any Loss arising due to any breach by the Vendor of those Business Contracts, including any breach which may occur as a result of the Vendor having the Purchaser perform the Vendor's obligations on its behalf).

Appears in 1 contract

Samples: Asset Purchase Agreement (Home Security International Inc)

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