Non-assigned Potential Projects. Potential Projects and all rights related thereto which are not assigned to Buyer according to the terms of Section 3.1 hereinabove, will nevertheless be the sole property of Buyer as of the Closing, where Seller shall formally act as the main contractor. Seller shall act in accordance with Buyer's instructions with regard to all Potential Projects that are not assigned, including without limitations, withdraw from such bids as required by Buyer, revoke any Potential Project in the event any Potential Project materializes to a binding purchase order or contract, sign the binding formal contract as main contractor or otherwise, all subject to the instructions of Buyer. Concurrently with the execution of any formal contract by Seller with the party ordering the services under the Potential Project, Seller and Buyer will enter into a back to back agreement according to which Buyer will assume all of Seller's undertakings under said formal contract entered into by Seller, and will undertake to perform all such undertakings at its own cost and expense.
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Non-assigned Potential Projects. Potential Projects and all rights related thereto which are not assigned to Buyer according to the terms of Section 3.1 hereinabove, will nevertheless be the sole property of Buyer as of the Closing, where Seller shall formally act as the main contractor. Seller shall act in accordance with Buyer's ’s instructions with regard to all Potential Projects that are not assigned, including without limitations, withdraw from such bids as required by Buyer, revoke any Potential Project in the event any Potential Project materializes to a binding purchase order or contract, sign the binding formal contract as main contractor or otherwise, all subject to the instructions of Buyer. Concurrently with the execution of any formal contract by Seller with the party ordering the services under the Potential Project, Seller and Buyer will enter into a back to back agreement according to which Buyer will assume all of Seller's ’s undertakings under said formal contract entered into by Seller, and will undertake to perform all such undertakings at its own cost and expense.
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Sources: Asset Purchase Agreement (On Track Innovations LTD)