Examples of Unassigned Contract in a sentence
Once consent for the assignment of such Unassigned Contract is obtained, Seller shall assign such Unassigned Contract to Buyer.
Furthermore, if the other party(ies) to an Unassigned Contract subsequently consent to the assignment of such Unassigned Contract to the Company (without modification thereto which is adverse to the Company), the Company shall thereupon agree to assume all liabilities and obligations arising thereunder after the date of such consent, at which time such Unassigned Contract shall be deemed to be an Acquired Asset for all purposes hereunder.
As long as any Unassigned Contract is not assigned or any Non-Subcontracted Contract is not subcontracted, Seller shall perform, or cause its affiliates to perform, all of its obligations (or those of its affiliates) involving SEWOP Services under each Unassigned Contracts and Non-Subcontracted Contracts in accordance with the terms of such contract.
The arrangement described in this Section 6.9 shall terminate on the earlier of the date on which (i) consent to the assignment of the Unassigned Contract is obtained, (ii) Buyer consummates other arrangements with the party or parties under such Unassigned Contract providing for Buyer’s provision of services to such party or parties and the complete release of Seller for the future provision of services to such party or parties or (iii) such Unassigned Contract terminates.
Notwithstanding the foregoing, Buyer shall indemnify Seller from any and all Liabilities arising out of or resulting from Seller’s performance of all obligations under any Unassigned Contract and Seller shall not have any obligation to compensate Buyer for the value, if any, of the benefit it fails to receive as a result of an Unassigned Contract not being assigned at Closing as long as Seller uses its commercially reasonable efforts to comply with this Section.
The beneficial interest in and to each Unassigned Contract shall in any event pass to the Company at the Closing, and the Transferor covenants and agrees to cooperate with the Company in any lawful and economically feasible arrangement to provide the Company with the Transferor’s entire interest in the benefits under each of the Unassigned Contracts.
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.
If and only if the Company receives the economic benefits under an Unassigned Contract, the Company agrees to accept the burdens and perform the obligations under such Unassigned Contract as a subcontractor of the Transferor.
Zones are subject to Lead Pacing, the distribution of contacts from users who do not select a specific Advertiser (each, an "Unassigned Contract") will be based on each Advertiser's budget and the number of contacts received by the Advertiser in the Zone during the current month.
Seller shall use and operate such Purchased Assets made available to it by Buyer to continue to fulfill Seller’s or Seller’s affiliates’ obligations under each Unassigned Contract and Non-Subcontracted Contract that is not assigned or subcontracted involving SEWOP Services.