Transfer of Third Party Contracts Clause Samples

Transfer of Third Party Contracts. Unless listed on Schedule 1, this Agreement should not be construed as an assignment of any third party contract from the Seller to the Purchaser. In addition, this Agreement should not be construed as an assignment of any third party contract from the Seller to the Purchaser if the assignment would be a breach of the third party contract. The Purchaser will be solely responsible for acquiring new contracts with third parties where the existing contracts are not legally assignable from the Seller to the Purchaser. Notwithstanding any other provisions in this Agreement to the contrary, the Seller will not be liable for any losses, costs or damages of any kind including loss of revenue or decrease in value resulting from the failure of the Purchaser to acquire any third party contracts. Notwithstanding the foregoing

Transfer of Third Party Contracts. [***]; provided, however, that the Parties shall continue to cooperate, under the supervision of the Transition Committee, in a timely manner to effect the transfer to LICENSEE of any Third Party Contracts in accordance with Schedule B as promptly as reasonably practicable pursuant to this Agreement. Such cooperation shall include, without limitation, the timely execution of all agreements or documents required in order to effect the transfer of Third Party Contracts for services performed in relation to the Existing Trials by Third Parties from PFIZER to LICENSEE.

Transfer of Third Party Contracts. This Agreement is not to be construed as an assignment of any third party contract from the Seller to the Purchaser if the assignment would be a breach of that third party contract. The Purchaser will be solely responsible for acquiring new contracts with third parties where the existing contracts are not legally assignable from the Seller to the Purchaser. Notwithstanding any other provision in this Agreement to the contrary, the Seller will not be liable for any losses, costs or damages of any kind including loss of revenue or decrease in value of the Seller resulting from the failure of the Purchaser to acquire any third party contracts.

Transfer of Third Party Contracts. 8.3.1 Subject to the CSC having obtained any Required Consents pursuant to Section 8.6, as of the applicable Handover Date, Textron shall assign or novate, as Textron shall deem appropriate in its sole discretion, to CSC, and CSC shall accept such assignment or novation, as applicable, for, those Existing Equipment Leases, Third Party Service Contracts and Third Party Software Contracts listed in Annex F-2 of Schedule F (Existing Equipment and Software) (collectively, the “Assigned Contracts”). The Parties shall enter into an assignment or a novation agreement, as applicable, substantially in the form attached to Schedule F (Existing Equipment and Software) with respect to the Assigned Contracts. 8.3.2 CSC shall comply with the duties imposed on Textron under the Assigned Contracts and shall pay directly (or reimburse Textron if Textron has paid) the charges under the Assigned Contracts that are attributable to periods on and after the applicable Handover Date. Textron shall be responsible for compliance and charges attributable to periods prior to the applicable Handover Date. For purposes of this section, the “Handover Date” for a Third Party Contract added to Annex F-2 to Schedule F (Existing Equipment and Software) after the Signature Date shall be the later of the actual Handover Date or the date that the Third Party Contract is added to Annex F-2 to Schedule F. 8.3.3 Textron shall be responsible for charges for maintenance under any Lease for Midrange Legacy Servers in accordance with Appendix 2C to Attachment 2), and except for such Midrange Legacy Servers CSC shall be responsible for maintenance charges for any other Supported Equipment under any Lease which is a Managed Contract or an Assigned Contract. 8.3.4 CSC shall pay any fees or charges associated with the assignment, novation or consent, as applicable, of the Assigned Contracts and Managed Contracts that have been identified by Textron or CSC on Annex F-2 and F-3 to Schedule F (Existing Equipment and Software). Textron shall pay any fees or charges associated with the assignment, novation or consent, as applicable, of any Third Party Contracts related to the Services which have been identified by Textron or CSC subsequent to the Signature Date and prior to the first anniversary of the first Handover Date and which Textron elects to add to Annex F-2 or F-3 to Schedule F. In connection with any such contract, CSC shall provide a proposal showing the difference in pricing (up or down) if the c...

Transfer of Third Party Contracts. 13.1 This Contract should not be construed as an assignment of any third party contract from the Assignor to the Assignee. 13.2 The Assignee will be solely responsible for acquiring new contracts with third parties. The Assignor will not be liable for any losses, costs or damages of any kind including loss of revenue or decrease in value of the Assigned Rights resulting from the failure of the Assignee to acquire the assignment of any third party contracts.