Unassigned Contract definition
Examples of Unassigned Contract in a sentence
Buyer shall reimburse Seller for Seller’s expenses incurred in performing any Unassigned Contract to the extent such expenses are incurred after the Closing Date.
Furthermore, if the other party(ies) to an Unassigned Contract subsequently consent to the assignment of such contract to the Purchaser (without modification thereto which is adverse to the Purchaser), the Purchaser shall thereupon agree to assume and perform all liabilities and obligations arising thereunder after the date of such consent, at which time such Unassigned Contract shall be deemed an Acquired Asset.
If and only if the Purchaser receives the economic benefits under an Unassigned Contract, the Purchaser agrees to accept the burdens and perform the obligations under such Unassigned Contract as subcontractor of the Seller.
Once consent for the assignment of such Unassigned Contract is obtained, Seller shall assign such Unassigned Contract to Buyer.
Any and all amounts paid to Seller relating to Buyer's performance under any Unassigned Contract shall be promptly remitted to Buyer.
Such seconding agreement shall be in a mutually acceptable form and shall be structured similar to the arrangement described in clauses (i)-(iii) of the first sentence of paragraph (c) above, with the effect that the Buyer bears economic responsibility for all profits and losses for such Unassigned Contract and all liabilities arising after the Closing with respect to the performance of such Unassigned Contract.
To the extent permitted under the terms of each Unassigned Contract, the beneficial interest in and to each Unassigned Contract shall in any event pass to Company at the Closing, and each of Cemex and RMUSA, as the case may be, covenants and agrees to cooperate with Company in any lawful and economically reasonable arrangement to provide Company with Cemex's or RMUSA's, as the case may be, entire interest in the benefits under each of the Unassigned Contracts.
To implement the retroactive treatment of such Unassigned Contract as a seconded contract, the Seller and the Buyer will enter into a seconding agreement.
Furthermore, if the other party(ies) to an Unassigned Contract subsequently Consent to the assignment of such Contract to Company, Company shall thereupon agree to assume and perform all liabilities and the obligations arising thereunder after the date of such Consent, at which time such Unassigned Contract shall be deemed a Transferred Asset, without the payment of further consideration, and the obligations so assumed thereunder shall be deemed Assumed Liabilities.
If Company receives an economic benefit under an Unassigned Contract, Company shall accept the burdens and perform the obligations under such Unassigned Contract as subcontractor of Cemex or RMUSA, as the case may be, to the extent of the benefit received, and to the extent such burdens and obligations would have constituted an Assumed Liability if such Unassigned Contract had been transferred to Company at the Contribution.