Examples of Unassigned Contract in a sentence
Buyer shall reimburse Seller for Seller’s expenses incurred in performing any Unassigned Contract to the extent such expenses are incurred after the Closing Date.
Furthermore, if the other party(ies) to an Unassigned Contract subsequently consent to the assignment of such contract to the Purchaser (without modification thereto which is adverse to the Purchaser), the Purchaser shall thereupon agree to assume and perform all liabilities and obligations arising thereunder after the date of such consent, at which time such Unassigned Contract shall be deemed an Acquired Asset.
If and only if the Purchaser receives the economic benefits under an Unassigned Contract, the Purchaser agrees to accept the burdens and perform the obligations under such Unassigned Contract as subcontractor of the Seller.
Once consent for the assignment of such Unassigned Contract is obtained, Seller shall assign such Unassigned Contract to Buyer.
The beneficial interest -------------------- in and to each Unassigned Contract shall in any event pass to the Purchaser at the Closing; and the Seller covenants and agrees to cooperate with the Purchaser in any lawful and economically feasible arrangement to provide the Purchaser with the Seller's entire interest in the benefits under each of the Unassigned Contracts.
If Company receives an economic benefit under an Unassigned Contract, Company shall accept the burdens and perform the obligations under such Unassigned Contract as subcontractor of Cemex or RMUSA, as the case may be, to the extent of the benefit received, and to the extent such burdens and obligations would have constituted an Assumed Liability if such Unassigned Contract had been transferred to Company at the Contribution.
Furthermore, if the other party(ies) to an Unassigned Contract subsequently Consent to the assignment of such Contract to Company, Company shall thereupon agree to assume and perform all liabilities and the obligations arising thereunder after the date of such Consent, at which time such Unassigned Contract shall be deemed a Transferred Asset, without the payment of further consideration, and the obligations so assumed thereunder shall be deemed Assumed Liabilities.
If and only if the Purchaser receives the economic benefits under an Unassigned Contract, the Purchaser agrees to accept the burdens and perform the obligations under such Unassigned Contract as subcontractor of the Sellers.
To the extent that consent to assign any Assigned Contract is not obtained prior to Closing (an “Unassigned Contract”), the parties will cooperate as set forth in Section 6.11 to provide Buyer all of the economic and other benefits of such Unassigned Contracts that Buyer is denied or deprived as a result of the failure to assign such Unassigned Contract at Closing.
Cemex or RMUSA, as the case may be, shall exercise or exploit its rights and options under all such Unassigned Contracts referred to in this Section 4.4 only as reasonably directed by Company; provided, that Company shall be responsible for any liability incurred by Cemex or RMUSA, as the case may be, pursuant to such direction and, provided, further, that Company shall not direct Cemex or RMUSA, as the case may be, not to attempt to obtain a Required Contractual Consent for an Unassigned Contract.