Common use of The Business Contracts Clause in Contracts

The Business Contracts. 15.1 Subject to Closing taking place, the Purchaser shall with effect from the Closing Date assume the obligations and become entitled to the benefits of the Vendor under the Business Contracts and the Purchaser undertakes to carry out and perform and complete all the obligations and liabilities created by or arising under the Business Contracts (except for any obligations or liabilities attributable to a breach on the part of the Vendors or the Partnership or its employees, agents or sub-contractors) and shall indemnify the Vendors and keep them fully indemnified against all Losses incurred by the Vendors in respect of the non-performance or defective or negligent performance by the Purchaser of the Business Contracts after the Closing Date save to the extent that such non-performance or defective or negligent performance is caused or contributed to by any act or omission of any of the Vendors or any employee or agent of the Partnership acting outside the direction of the Purchaser. 15.2 The Vendors undertake with effect from the Closing Date to assign to the order of the Purchaser or to procure the assignment to the order of the Purchaser all the Business Contracts which are capable of assignment without the consent of other parties. 15.3 In so far as any of the Business Contracts are not assignable to the Purchaser without the agreement of or novation by or consent to the assignment from another party and no such agreement, novation or consent shall have been obtained prior to Closing this agreement shall not constitute an assignment or attempted assignment if such assignment or attempted assignment would constitute a breach of such Business Contracts. In the event that consent or novation is required to such assignment: (a) the Vendors at the Purchaser's request shall use all reasonable endeavours with the co-operation of the Purchaser to procure such novation or assignment as aforesaid; (b) unless and until any such Business Contract shall be novated or assigned as aforesaid the Vendors shall hold such Business Contract and any moneys, goods or other benefits received thereunder as agent of and in trust for the Purchaser and its successors in title absolutely and the Purchaser shall (if such sub-contracting is permissible and lawful under the Business Contract in question) as the Vendors' sub-contractor perform all the obligations of the Vendors under such Business Contract; (c) unless and until any such Business Contract shall be novated or assigned the Vendors will (so far as they lawfully may) give all such assistance to the Purchaser as the Purchaser may reasonably request to enable the Purchaser to enforce its rights under such Business Contract and (without limitation) will provide access to all relevant books, documents and other information in relation to such Business Contract as the Purchaser may require from time to time. 15.4 If such consent or novation is refused or otherwise not obtained on terms reasonably satisfactory to the Purchaser within 60 Business Days of the Closing Date the Purchaser shall be entitled at its sole discretion to require the Vendor to serve proper notice to terminate that Business Contract and the Vendors shall indemnify and keep indemnified the Purchaser from and against all Losses which the Purchaser may suffer, sustain, incur, pay or be put to by reason or on account of or arising from the termination of such Business Contract. 15.5 The Vendors shall indemnify the Purchaser and keep it fully indemnified against all, Losses incurred by the Purchaser in respect of the non-performance or defective or negligent performance by the Vendors and/or the Partnership of the Business Contracts up to and including the Closing Date.

The Business Contracts. 15.1 Subject to Closing taking place, the 12.1 The Purchaser shall with effect from the Closing Date assume the obligations and become entitled to the benefits of the Vendor Seller under the Business Assumed Contracts and this Agreement shall constitute an assignment of the benefit of all Assumed Contracts to the Purchaser undertakes to carry out and perform and complete all the obligations and liabilities created by or arising under the Business Contracts (except for any obligations or liabilities attributable to a breach on the part of the Vendors or the Partnership or its employees, agents or sub-contractors) and shall indemnify the Vendors and keep them fully indemnified against all Losses incurred by the Vendors in respect of the non-performance or defective or negligent performance by the Purchaser of the Business Contracts after the Closing Date save to the extent that such non-performance or defective or negligent performance is caused or contributed to by any act or omission of any of the Vendors or any employee or agent of the Partnership acting outside the direction of the Purchaser. 15.2 The Vendors undertake with effect from the Closing Date to assign to the order of the Purchaser or to procure the assignment to the order of the Purchaser all the Business Contracts which are capable of assignment without the consent of other parties. 15.3 In so far as any of the Business Contracts are not assignable to the Purchaser without the agreement of or novation by or consent to the assignment from another party and no such agreementCompletion, novation or consent shall have been obtained prior to Closing provided that this agreement Agreement shall not constitute an assignment or attempted assignment if such assignment or attempted assignment it would constitute a breach of such Business Contracts. In the event that Assumed Contract. 12.2 Where a third party consent or novation is required to the assignment of the benefit of any of the Assumed Contracts to the Purchaser, the Parties shall use their best efforts to obtain any such assignment:third party consent. Upon any such third party consent being obtained, this Agreement shall constitute an assignment of the benefit of the Assumed Contract to which that third party consent relates. (a) 12.3 The Purchaser shall not be liable for any liabilities, losses, charges, costs, claims or demands whatsoever arising from the Vendors absence of or any failure to obtain any third party consent in accordance with this Agreement. To the extent such agreements cannot be assigned or novated, the Parties shall agree to the extent possible on an arrangement whereby such agreement is performed by the Purchaser on its own behalf, but in the name of the Seller, or on any other arrangement whereby the Purchaser may obtain the benefit of the arrangement in exchange of assuming the liabilities related thereto. The Seller shall at the Purchaser's request immediately, but subject to customer's approval terminate any of the agreements. 12.4 The benefit and burden of the Non-Assumed Contracts shall use all reasonable endeavours remain with the co-operation of Seller and shall not pass to the Purchaser to procure such novation under this Agreement or assignment as aforesaid; (b) unless and until any such Business Contract shall be novated or assigned as aforesaid the Vendors shall hold such Business Contract and any moneys, goods or other benefits received thereunder as agent of and in trust for the Purchaser and its successors in title absolutely otherwise. The Seller and the Purchaser shall (if such agree, by the Completion Date, upon a basis on which performance of the Non-Assumed Contracts shall be sub-contracting is permissible contracted to the Purchaser. 12.5 The Seller undertakes to perform the Non-Assumed Contracts to the extent that performance has not been sub-contracted to the Purchaser pursuant to arrangements made in accordance with clause 12.4. 12.6 If the Seller has omitted to give full, complete and lawful under accurate details of or to disclose the Business existence of a Contract to the Purchaser, then the Purchaser may elect in question) writing, within three months after becoming aware of such details or the existence of such Contract (as the Vendors' sub-contractor perform all the obligations of the Vendors under case may be), that such Business Contract; (c) unless and until any such Business Contract shall be novated or assigned the Vendors will (so far as they lawfully may) give all such assistance to the Purchaser as the Purchaser may reasonably request to enable the Purchaser to enforce its rights under such Business Contract and (without limitation) will provide access to all relevant books, documents and other information in relation to such Business Contract as the Purchaser may require from time to time. 15.4 If such consent or novation is refused or otherwise not obtained on terms reasonably satisfactory to the Purchaser within 60 Business Days of the Closing Date the Purchaser shall be entitled at its sole discretion to require the Vendor to serve proper notice to terminate that Business Contract and the Vendors shall indemnify and keep indemnified the Purchaser from and against all Losses which the Purchaser may suffer, sustain, incur, pay or be put to by reason or on account of or arising excluded from the termination of such Business Contract. 15.5 The Vendors shall indemnify sale under this agreement so that the Purchaser and keep it fully indemnified against all, Losses incurred by the Purchaser parties' obligations in respect of the non-performance or defective or negligent performance by the Vendors and/or the Partnership of the Business Contracts up to and including the Closing Datethat Contract shall end immediately after such election is made.

The Business Contracts. 15.1 Subject The Buyer undertakes to Closing taking place, the Purchaser shall Seller with effect from the Closing Date Effective Time to assume the obligations and become entitled to the benefits liabilities of the Vendor Seller under the Business Contracts and the Purchaser undertakes to carry out and perform and complete all the obligations and liabilities created by or arising under the Business Contracts (except for any obligations or liabilities attributable to a breach on the part of the Vendors or the Partnership or its employees, agents or sub-contractors) and Buyer shall indemnify the Vendors and keep them fully indemnified Seller against all Losses suffered or incurred by the Vendors Seller in respect of the non-performance or defective or negligent performance by the Purchaser Buyer of the Business Contracts after the Closing Date save Effective Time provided that nothing in this agreement shall make the Buyer liable or in any way responsible for any Excluded Contract Liability. 15.2 If any person making payment after the Effective Time of any sum pursuant to a Business Contract (the benefit of which payment is in accordance with the terms of this agreement to accrue to the extent that such nonBuyer) shall claim any right of set-performance off or defective or negligent performance is caused or contributed to by counterclaim in respect of any act or omission of thing done or omitted to be done by the Seller or any other member of the Vendors Seller’s Group or their respective employees, agents or sub-contractors before the Effective Time, the Seller shall immediately account to the Buyer, or as it may direct, for an amount equal to the difference between the payment which would have been received had no such right of set-off or counterclaim been exercised or claimed and the payment actually received. Any payment relating to or connected with any employee Business Contract that is or agent has been received by the Seller on or after the Effective Time shall be held on trust by the Seller for the benefit of the Partnership acting outside Buyer pending payment to the direction Buyer in accordance with paragraph 2 of the PurchaserPart 2 of Schedule 2Schedule 3. 15.2 The Vendors undertake with effect from the Closing Date to assign to the order of the Purchaser or to procure the 15.3 This agreement shall constitute an assignment to the order Buyer of the Purchaser benefit of all of the Business Contracts which are capable of assignment (to the extent that the same have not already been legally assigned or novated) without the consent of other partiesany third party, in each case, with effect from the Effective Time. 15.3 In so far 15.4 Insofar as any of the Business Contracts are cannot assignable be assigned to the Purchaser Buyer without the agreement of or novation by or consent to the assignment from another party and no such agreement, novation or consent shall have been obtained prior to Closing this agreement shall not constitute an assignment or attempted assignment if such assignment or attempted assignment would constitute a breach of such Business Contracts. In the event that consent or novation is required to such assignmentThird Party Consent: (a) 15.4.1 the Vendors at the Purchaser's request Seller shall use all reasonable endeavours with the co-operation of the Purchaser Buyer to procure obtain such novation or assignment as aforesaidconsent; (b) 15.4.2 unless and until any such Business Contract is assigned, the Seller shall be novated or assigned as aforesaid the Vendors continue its corporate existence and shall hold such Business Contract and any moneysmonies, goods or other benefits received thereunder as agent of and in trust trustee for the Purchaser Buyer and its successors in title absolutely and absolutely; 15.4.3 the Purchaser Buyer shall (if such sub-contracting is permissible and lawful under the Business Contract in question) ), as the Vendors' Seller’s sub-contractor contractor, perform all the obligations of the Vendors Seller under such Business Contract;Contract and, where sub-contracting is not permissible, the Buyer shall perform such obligations as agent for the Seller; and (c) 15.4.4 unless and until any such Business Contract is assigned or novated, the Seller shall be novated or assigned the Vendors will (so far as they it lawfully may) give all such assistance to the Purchaser as the Purchaser Buyer may reasonably request require to enable the Purchaser Buyer to enforce its rights under such Business Contract and (without limitation) will shall provide access to all relevant books, documents and other information in relation to such Business Contract as the Purchaser Buyer may require from time to time. 15.4 15.5 Nothing in this agreement shall be construed as an assignment or attempted assignment if such assignment or attempted assignment would constitute a breach of such Business Contract. 15.6 If such consent Third Party Consent to assignment or novation of a Business Contract is refused refused, or otherwise not obtained on terms reasonably satisfactory to the Purchaser Buyer within 60 Business Days of the Closing Date Completion Date, the Purchaser Buyer shall be entitled entitled, at its sole discretion discretion, to require the Vendor Seller to serve proper notice to terminate that Business Contract and in accordance with the Vendors shall indemnify and keep indemnified the Purchaser from and against all Losses which the Purchaser may suffer, sustain, incur, pay or be put to by reason or on account terms of or arising from the termination of such that Business Contract. 15.5 The Vendors 15.7 Nothing in this clause 15 or elsewhere in this agreement shall indemnify have the Purchaser and keep it fully indemnified against all, Losses incurred effect of making the Buyer liable in any way under any guarantees or warranties given by the Purchaser Seller to any Customer in respect of the non-performance relation to goods sold or defective or negligent performance services rendered by the Vendors and/or Seller before the Partnership of Effective Time, the Business Contracts up liability for which shall remain absolutely with the Seller, save to and including the Closing Dateextent that such liability falls within the Assumed Liabilities.

The Business Contracts. 15.1 Subject to Closing taking place14.1 The Seller shall, the Purchaser shall with effect from the Closing Date assume the obligations and become entitled to the benefits of the Vendor under the Business Contracts and the Purchaser undertakes to carry out and perform and complete all the obligations and liabilities created by or arising under the Business Contracts (except for any obligations or liabilities attributable to a breach on the part of the Vendors or the Partnership or its employeesEffective Time, agents or sub-contractors) and shall indemnify the Vendors and keep them fully indemnified against all Losses incurred by the Vendors in respect of the non-performance or defective or negligent performance by the Purchaser of the Business Contracts after the Closing Date save to the extent that such non-performance or defective or negligent performance is caused or contributed to by any act or omission of any of the Vendors or any employee or agent of the Partnership acting outside the direction of the Purchaser. 15.2 The Vendors undertake with effect from the Closing Date to assign to the order of the Purchaser Buyer, or to procure the assignment to the order of the Purchaser Buyer of, all the Business Contracts which are capable of assignment without the consent of other partiesa Third Party Consent. 15.3 In so far 14.2 If any of the Business Contracts cannot be assigned or novated without obtaining a Third Party Consent, then the Seller and the Buyer shall use their respective reasonable endeavours to obtain such consents. 14.3 Insofar as any of the Business Contracts are cannot assignable be assigned or novated to the Purchaser Buyer without Third Party Consent then pending such consent or where any of the agreement Business Contracts are incapable of or novation by or consent transfer to the assignment from another party and no such agreementBuyer by assignment, novation or consent shall have been obtained prior to Closing this agreement shall not constitute an assignment or attempted assignment if such assignment or attempted assignment would constitute a breach of such Business Contracts. In the event that consent or novation is required to such assignmentother means then: (a) 14.3.1 the Vendors Seller shall at the Purchaser's Buyer’s request shall use all its reasonable endeavours with the co-operation of the Purchaser Buyer to procure such novation assignment or assignment as aforesaidnovation; (b) 14.3.2 unless and until any such Business Contract is assigned or novated, the Seller shall be novated or assigned as aforesaid the Vendors for a period of not less than 18 months after Completion continue its corporate existence and shall hold such Business Contract and any moneysmonies, goods or other benefits received thereunder as agent of and in trust trustee for the Purchaser Buyer and its successors in title absolutely and absolutely; 14.3.3 the Purchaser Buyer shall (if such sub-contracting is permissible and lawful under the Business Contract in question) ), act as the Vendors' Seller’s sub-contractor contractor, and to the extent they are Assumed Liabilities perform all the obligations of the Vendors Seller under such Business ContractContract and, where sub-contracting is not permissible, the Buyer shall perform such obligations as agent for the Seller; (c) 14.3.4 the Seller shall not from Completion take any action or otherwise do anything in relation to the Business Contracts without the Buyer’s prior written consent save in respect of any Business Contracts the performance of which has been completed in part by the Seller prior to the Completion and the action or deed solely relates to such partial performance and without effect or import to any other part of the Business Contract or its performance by the Buyer; 14.3.5 unless and until any such Business Contract is assigned or novated, the Seller shall be novated or assigned the Vendors will (so far as they it lawfully may) give all such reasonable assistance to the Purchaser as the Purchaser Buyer may reasonably request require (at the Seller’s cost) to enable the Purchaser Buyer to enforce its rights under such Business Contract and (without limitation) will shall, on prior written request, provide access to all relevant books, documents and other information in relation to such Business Contract as the Purchaser Buyer may require from time to time. 15.4 If such consent or novation is refused or otherwise not obtained on terms reasonably satisfactory 14.4 In addition to the Purchaser provisions of clause 14.3 the following provisions shall apply in relation to those Business Contracts which are Agency Contracts: 14.4.1 The Seller shall pay to the relevant Agents (and indemnify and hold the Buyer harmless against any Demands for) commissions arising under the Agency Contracts in respect of orders placed up to the Effective Time notwithstanding such commissions may not be due and payable until after the Effective Time. 14.4.2 If the Agency Contract has not been assigned or novated within 60 Business Days 180 days of Completion the Seller may at any time thereafter give the Buyer 30 days prior written notice of its intention to terminate the Agency Contract and shall provide the Buyer with a draft of its intended notice of termination (“Termination Notice”). 14.4.3 The Termination Notice shall specify the name and address of the Closing Date Agent upon whom it is to be served, details of the Purchaser Agency Contract to be terminated and the number of days or months from the date of the Termination Notice after which the Agency Contract will terminate, which shall be entitled at its sole discretion not less than any Termination Notice period specified in the Agency Contract or if greater or none is so specified the Termination Notice period that applies under the governing law of the Agency Contract or such other notice period as the Buyer and the Seller may agree. 14.4.4 The Seller shall co-operate with any reasonable request made by the Buyer in connection with the content or giving of the Termination Notice but shall not thereby be obliged to require agree to any extension of the Vendor applicable termination notice period under sub-clause 14.4.3. 14.4.5 The Seller and the Buyer shall co-operate to serve proper notice ensure that any obligations on the part of the Seller under the Agency Contracts or under the governing law of the Agency Contracts which apply upon their termination are so far as reasonably possible duly satisfied. 14.4.6 Without prejudice to terminate that Business any liability on the part of the Seller to the Buyer for any breach of the Agency Warranties or the provisions of this clause 14.4 the Buyer’s indemnity under clause 14.8 shall apply in relation to any Demand made by the Agent by reason of the Seller’s termination of the Agency Contract and the Vendors Buyer shall indemnify have the conduct of any such Demands that may be brought by the Agent in accordance with the provisions of clause 20; and 14.4.7 the obligations of the Buyer and keep indemnified the Purchaser from and against all Losses Seller pursuant to clause 14.3 shall cease in relation to any Agency Contract for which the Purchaser may suffer, sustain, incur, pay a Termination Notice is served upon expiry of such Termination Notice. 14.5 Nothing in this agreement shall be construed as an assignment or be put to by reason attempted assignment if such assignment or on account of or arising from the termination attempted assignment would constitute a breach of such Business Contract. 15.5 14.6 Nothing in this clause 14 or elsewhere in this agreement shall have the effect of making the Buyer liable in any way under any guarantees or warranties given by the Seller to any Customer in relation to goods sold or services rendered by the Seller before the Effective Time, the liability for which shall remain absolutely with the Seller. 14.7 The Vendors Seller shall indemnify and hold the Purchaser Buyer harmless from and keep it fully indemnified against all, Losses incurred by the Purchaser all Demands of whatsoever nature relating to and payable in respect of the non-performance Business or defective or negligent performance by Assets which are attributable to the Vendors and/or the Partnership of the Business Contracts period up to and including the Closing DateEffective Time, including any act or omission on the part of the Seller in relation to the Business Contracts or any defects in, or alleged defects in, goods supplied or services provided prior to the Effective Time, and in particular any claim under any warranty or under the Sale of Goods ▇▇▇ ▇▇▇▇ or the Supply of Goods ▇▇▇ ▇▇▇▇. 14.8 The Buyer shall indemnify and hold the Seller harmless from and against all Demands of whatsoever nature relating to and payable in respect of the Business or Assets which are attributable to the period after the Effective Time, including any act or omission on the part of the Buyer in relation to the Assumed Liabilities under Business Contracts or (subject to the terms of the Toll Manufacturing Agreement) any defects in, or alleged defects in, goods supplied or services provided after the Effective Time, and in particular any claim under any warranty or under the Sale of Goods ▇▇▇ ▇▇▇▇ or the Supply of Goods ▇▇▇ ▇▇▇▇.

The Business Contracts. 15.1 Subject to Closing taking place13.1. The Seller shall, the Purchaser shall with effect from the Closing Date assume the obligations and become entitled to the benefits of the Vendor under the Business Contracts and the Purchaser undertakes to carry out and perform and complete all the obligations and liabilities created by or arising under the Business Contracts (except for any obligations or liabilities attributable to a breach on the part of the Vendors or the Partnership or its employeesEffective Time, agents or sub-contractors) and shall indemnify the Vendors and keep them fully indemnified against all Losses incurred by the Vendors in respect of the non-performance or defective or negligent performance by the Purchaser of the Business Contracts after the Closing Date save to the extent that such non-performance or defective or negligent performance is caused or contributed to by any act or omission of any of the Vendors or any employee or agent of the Partnership acting outside the direction of the Purchaser. 15.2 The Vendors undertake with effect from the Closing Date to assign to the order of the Purchaser Buyer, or to procure the assignment to the order of the Purchaser Buyer of, all the Business Contracts which are capable of assignment without the consent of other partiesa Third Party Consent. 15.3 In so far 13.2. If any of the Business Contracts cannot be assigned or novated without obtaining a Third Party Consent, then the Seller shall use all reasonable endeavours to obtain such consents. 13.3. Insofar as any of the Business Contracts are cannot assignable be assigned or novated to the Purchaser Buyer without Third Party Consent, and such consent is refused or otherwise not obtained, or where any of the agreement Business Contracts are incapable of or novation by or consent transfer to the assignment from another party and no such agreementBuyer by assignment, novation or consent other means, and until the Seller's dissolution: 13.3.1. the Seller shall have been obtained prior at the Buyer's request use all reasonable endeavours with the co-operation of the Buyer to Closing procure such assignment or novation; 13.3.2. unless and until any such Business Contract is assigned or novated, the Seller shall hold such Business Contract and any monies, goods or other benefits received thereunder as trustee for the Buyer and its successors in title absolutely; 13.3.3. the Buyer shall (if such sub-contracting is permissible and lawful under the Business Contract in question), as the Seller's sub- contractor, perform all the obligations of the Seller under such Business Contract and, where sub-contracting is not permissible, the Buyer shall perform such obligations as agent for the Seller; and 13.3.4. unless and until any such Business Contract is assigned or novated, the Seller shall (so far as it lawfully may) give all such assistance as the Buyer may reasonably require to enable the Buyer to enforce its rights under such Business Contract. 13.4. Nothing in this agreement Agreement shall not constitute be construed as an assignment or attempted assignment if such assignment or attempted assignment would constitute a breach of such Business ContractsContract. 13.5. In the event that consent If Third Party Consent to assignment or novation is required to such assignment: (a) the Vendors at the Purchaser's request shall use all reasonable endeavours with the co-operation of the Purchaser to procure such novation or assignment as aforesaid; (b) unless and until any such a Business Contract shall be novated or assigned as aforesaid the Vendors shall hold such Business Contract and any moneysis refused, goods or other benefits received thereunder as agent of and in trust for the Purchaser and its successors in title absolutely and the Purchaser shall (if such sub-contracting is permissible and lawful under the Business Contract in question) as the Vendors' sub-contractor perform all the obligations of the Vendors under such Business Contract; (c) unless and until any such Business Contract shall be novated or assigned the Vendors will (so far as they lawfully may) give all such assistance to the Purchaser as the Purchaser may reasonably request to enable the Purchaser to enforce its rights under such Business Contract and (without limitation) will provide access to all relevant books, documents and other information in relation to such Business Contract as the Purchaser may require from time to time. 15.4 If such consent or novation is refused or otherwise not obtained on terms reasonably satisfactory to the Purchaser Buyer within 60 90 Business Days of the Closing Completion Date (or if earlier, the Purchaser date of dissolution of the Seller), the Buyer shall be entitled entitled, at its sole discretion discretion, to require the Vendor Seller to serve proper notice to terminate that Business Contract and the Vendors Contract. The Buyer shall indemnify and keep indemnified hold the Purchaser Seller and the Members harmless from and against all Demands and Losses which in respect of the Purchaser Business Contract, that the Seller and the Members may suffer, sustain, incur, pay or be put to by reason or on account of or arising from the termination of such Business Contract. 15.5 The Vendors shall indemnify the Purchaser and keep it fully indemnified against all, Losses incurred by the Purchaser in respect of the non-performance or defective or negligent performance by the Vendors and/or the Partnership of the Business Contracts up to and including the Closing Date.