Joint Contracts. Nothing herein shall be deemed to require the conveyance, assignment or transfer of any customer contracts or purchase orders that are used or performed by both Sellers and any of the Excluded Subsidiaries. To the extent not otherwise prohibited by the terms of any such customer contracts or purchase orders, Sellers shall continue to be bound by the terms of such applicable customer contracts or purchase orders, and Buyer shall, as a subcontractor, pay, perform and discharge fully all of the obligations of Sellers in North America under such customer contracts or purchase orders from and after the Closing to the extent that the corresponding benefit is received by Buyer. Sellers shall, without consideration therefor, pay, assign, and remit to Buyer promptly all monies, rights and other consideration received in respect of such performance. Seller shall exercise or exploit its rights in respect of such customer contracts or purchase orders in North America as reasonably directed by Buyer and at Buyer's expense. The parties shall use commercially reasonable efforts to effect the foregoing and shall execute such good and sufficient instruments as may be necessary to evidence such arrangements.
Appears in 2 contracts
Sources: Purchase Agreement (Dresser Inc), Purchase Agreement (Tokheim Corp)