Certain Contract Rights. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Telecom Communications, Inc., a Delaware corporation (“Telecom”), China Dongguan Networks, Inc, a BVI corporation (“CDN”), and Alpha Century Holdings, Ltd, a BVI corporation (“Alpha” and, together with Telecom and CDN, “Assignors”), do hereby assign, convey, transfer and deliver to HRDQ Group, Inc., a Delaware corporation (the “Company”), subject to and upon the terms and conditions of that certain Acquisition Agreement, dated as of June 16, 2006, by and among the Company and Assignors (the “Acquisition Agreement”), all of Assignors’ right, title and interest in and to (if any) the agreements listed on Schedule A attached hereto and made a part hereof together with all amendments and clarifications attached thereto (the “Contracts”). The Company hereby accepts said assignment and hereby assumes the Contracts subject to and upon the terms and conditions of each of the Acquisition Agreement and the Assumption of Liabilities dated as of the date hereof. (Signature Page Follows)
Certain Contract Rights. All rights under the Assumed Contracts to the extent related to any Excluded Obligations.
Certain Contract Rights. The Transferring Subsidiary's rights under this Agreement and the Operative Agreements.
Certain Contract Rights. Any rights, claims or causes of action arising solely in respect of contracts that are not Assumed Contracts, including without limitation, that certain agreement between Smart & Final Foodservice Distributors and Food Distributors Employees Association, dated June 5, 2002 (the "Association Agreement");
Certain Contract Rights. Any rights of ViewCall under this Agreement or any of (i) the Colorocs Non-competition Agreement, (ii) the Note and Security Purchase Agreement, (iii) the Sublease, (iv) the ViewCall Non-competition Agreement, (v) the Escrow Agreement, (vi) the Excluded Contracts; and (vii) all other contracts, instruments, certificates and other documents executed or delivered, or required to be executed or delivered, pursuant to or in connection with this Agreement or any of the contracts, instruments, certificates and other documents referred to in any of clauses (i) through (vii) herein (collectively, the "Associated Agreements").
Certain Contract Rights. Without limiting the generality of actions to be taken and documents to be delivered by or on behalf of Sellers at the Closing, Sellers agree to (i) cause an assignment of all (A) agreements and arrangements with customers of the Operating Entities and (B) other Material Contracts of the Operating Entities designated by Buyer prior to the Closing, in each case from the existing Operating Entity party thereto to MCLtd, and (ii) provide reasonably satisfactory evidence of such assignment(s)
Certain Contract Rights. All of Seller's rights under the services and support contracts listed on Exhibit A attached hereto (collectively, the "Services and Support Contracts"). Some of the Services and Support Contracts are proposed contracts and are identified as such on Exhibit A.
Certain Contract Rights. All rights under Purchased Contracts and Permits (excluding any Permits) to the extent related to any Excluded Obligations; and
Certain Contract Rights. To the extent transferrable, all of Seller’s rights to indemnification benefitting Seller included in any purchase and sale or similar agreement to which Seller (or its Affiliate or any Person to whom Seller succeeded by name change, merger or amalgamation) is a party and by which Seller (or its Affiliate or any Person to whom Seller succeeded by name change, merger or amalgamation) acquired some or all of the Interests or Xxxxx, other than with respect to any rights thereunder to the extent Seller is retaining the liability therefor under this Agreement or for which Seller is liable under this Agreement (including, in either case, such liabilities arising under Seller’s indemnification obligations set forth in Section 13.4).
Certain Contract Rights. Farmtiva shall have obtained the contract rights set forth in an outstanding memorandum of understanding with Imperial Valley Conservation Research Center, a California non-profit organization located in Brawley, California that conducts agricultural research and development. For the avoidance of doubt, the satisfactory completion of due diligence pursuant to Section 10 and the other obligations of each party in Sections 3 and 4 prior to the Transaction Deadline and as at Closing are express conditions of closing, and the non-breaching party may terminate this Letter Agreement and any Definitive Agreement if the breaching party fails to satisfy any such closing condition.
