Common use of Purchased Interest Clause in Contracts

Purchased Interest. From (a) the date of this Agreement to the Control Date, Vendor will use its commercially reasonable efforts so as not to permit Viterra to assign, transfer or convey or Encumber the Purchased Interest and (b) the Control Date to the Closing Date, Vendor will not permit Viterra to assign, transfer or convey or Encumber the Purchased Interest; provided, however, Vendor is entitled to cause Viterra to assign, transfer or convey the Viterra Member Nitrogen Agreement to a direct or indirectly wholly-owned Canadian subsidiary of Viterra (a “Permitted Transferee”) if (and only if) the transfer of the Viterra Member Nitrogen Agreement to Purchaser from the Permitted Transferee under this Agreement is effected by way of an asset transaction. For all purposes under this Agreement (including, without limitation, each of the representations and warranties set forth in Sections 4.1 and 5.1), each reference to Viterra shall be deemed to include a reference to any such Permitted Transferee.