Assigned Customer Contracts definition

Assigned Customer Contracts has the meaning set forth in Section 2.1(a)(ii).
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Assigned Customer Contracts has the meaning set forth in Section 6.23.
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Assigned Customer Contracts means the Customer Contracts set forth on Schedule 1.1 (a) — Part A, as amended by Buyer pursuant to Section 1.5 prior to the Closing.
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Examples of Assigned Customer Contracts in a sentence

  • The Buyer and the Seller agree to apportion any liabilities for commissions due to sales representatives engaged by the Seller in connection with the Assigned Customer Contracts so that they each shall bear a proportion of such liabilities corresponding to the percentage of revenues received and to be received under the Contract in respect of which the applicable sales representative has been engaged.

  • The liabilities of the parties in respect of the Assigned Customer Contracts shall be as provided in Section 2.3(b) (Assumed Liabilities) and Section 2.4(b) (Excluded Liabilities).

  • Any Customer Contract removed from the list of Assigned Customer Contracts on Section A-1 of Schedule 1.1(a) — Part A pursuant to this Section 1.5(e) shall immediately be deemed an Excluded Customer Contract.

  • To the Knowledge of the Seller, the estimated costs to complete the Assigned Customer Contracts set forth on Schedule 4.12(j) are true and correct in all material respects as of the date noted thereon.

  • Concurrent with the execution of this Agreement, ▇▇▇▇▇ will assume and agrees to pay, perform and discharge when due any and all Liabilities and obligations of the Business or the Purchased Assets relating to periods on or after the Closing, including all Liabilities and obligations arising under or relating to the Assigned Customer Contracts, Assigned Vendor Contracts and Other Contracts (the “Post-Closing Period Liabilities”).

  • Each Seller shall, and shall cause each of its Subsidiaries to, permit representatives of Buyer to have reasonable access (at normal business hours, and in such manner so as not to interfere with normal business operations) to the counterparties to the Assigned Customer Contracts and designated by Buyer in writing to Sellers for the purpose of conducting confirmatory due diligence.

  • Concurrent with the execution of this Agreement, the Purchaser will assume and agrees to pay, perform and discharge when due any and all Liabilities and obligations of the Business or the Purchased Assets relating to periods on or after the Closing, including all Liabilities and obligations arising under or relating to the Assigned Customer Contracts and Assigned Vendor Contracts (the “Post-Closing Period Liabilities”).

  • As a Customer Contract is added to Schedule 1.1(a) — Part A or becomes an Excluded Customer Contract, and two (2) Business Days prior to the Closing Date, Buyer, after consultation with Seller Parent, shall update the list of Designated Employees so that the list shall include only those Business Employees that Buyer determines are necessary for Buyer to perform the Assigned Customer Contracts from and after the Closing (provided, that such updates need include only the names of the Designated Employees).


More Definitions of Assigned Customer Contracts

Assigned Customer Contracts means the purchase orders and other Contracts for the sale by Seller or the Seller Subsidiaries of goods, materials or services set forth on Schedule 1.01(b) to the Seller Disclosure Schedule.
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Assigned Customer Contracts means (i) those Customer Contracts assigned to the Buyer Sub in their entirety and (ii) with respect to those Customer Contracts partially assigned to the Buyer Sub, that portion so assigned.
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Related to Assigned Customer Contracts

  • Customer Contract means any Seller Contract pursuant to which a Seller provides Products and/or Services to an end-user or a reseller, distributor, system integrator or service provider (including the Seller Contracts for Products or Services to be utilized by such reseller or distributor itself).

  • Assigned Contracts has the meaning set forth in Section 2.01(c).