Unassigned Contracts definition
Examples of Unassigned Contracts in a sentence
Notwithstanding anything to the -------------------- contrary contained in this Agreement, this Agreement shall not constitute an agreement to transfer, sell or otherwise assign any instrument, contract, lease, license, permit or other agreement or arrangement which is not permitted to be assigned in connection with a transaction of the type contemplated by this Agreement (collectively, the "Unassigned Contracts").
Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall not constitute an agreement to transfer, sell or otherwise assign any instrument, contract, lease, license, permit or other agreement or arrangement which is not permitted to be assigned in connection with a transaction of the type contemplated by this Agreement (collectively, the "Unassigned Contracts").
To the extent permitted under the terms of each Unassigned Contract, the beneficial interest in and to each Unassigned Contract shall in any event pass to Company at the Closing, and each of Cemex and RMUSA, as the case may be, covenants and agrees to cooperate with Company in any lawful and economically reasonable arrangement to provide Company with Cemex's or RMUSA's, as the case may be, entire interest in the benefits under each of the Unassigned Contracts.
The Seller agrees to indemnify the Purchaser and hold it harmless against any Losses which the Purchaser may suffer, sustain or become subject to, as a result of any claims by any party to any of the Unassigned Contracts for breach of contract in connection with the consummation of the transactions contemplated by this Agreement.
Transfer of title on the Closing Date, by Seller to Purchaser, of the Assets other than the Unassigned Contracts, free and clear of all Liens, including the Existing Liens, and delivery of the Assets on the Closing Date, free and clear of all Liens, including the Existing Liens.
To the extent Buyer’s expense reimbursement amount for any month exceeds the amounts Seller has collected with respect to any Unassigned Contracts and Non-Subcontracted Contracts that have not been assigned or subcontracted for that month, Buyer shall pay the amount of such excess to Seller on or before the tenth day after Buyer receives such invoice.
Buyer acknowledges and agrees that Seller is continuing to operate a portion of the Purchased Assets for the sole benefit of Buyer as an accommodation to Buyer until each of the Non-Subcontracted Contracts is subcontracted and each of the Unassigned Contracts is assigned in accordance with the terms of this Section 6.11 and that Buyer bears the risk of ownership of the Purchased Assets and the results of operations of the Purchased Assets.
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.
At the Closing, Seller shall deliver and transfer title to the Assets other than the Unassigned Contracts to Purchaser free, clear and discharged of and from any and all Liens.
For clarity, Asana shall not be obligated to enter into any supply arrangements for the Licensed Product (or any component thereof) other than the Unassigned Contracts, or to obtain Licensed Products (or any component thereof) other than pursuant to the Unassigned Contracts, to satisfy its supply obligations under this Section 4.3.