Common use of Conditional Contracts Clause in Contracts

Conditional Contracts. Promptly following the Effective Date, the Company shall notify in writing each counterparty (each a “Conditional Contract Counterparty”) to the Conditional Contracts and request that such Conditional Contract Counterparty notify the Company, on or before the Closing Date, as to whether or not such Conditional Contract Counterparty desires to continue the applicable Conditional Contract following the Closing with the understanding that following the Closing the Company will be owned and controlled by Buyer and its Affiliates. In the event that such Conditional Contract Counterparty notifies the Company that it desires to continue the applicable Conditional Contract following the Closing, the Company shall deliver at Closing any instrument (counter-signed by the Conditional Contract Counterparty) necessary to evidence such intent to continue the applicable Conditional Contract following the Closing and consent of the Conditional Contract Counterparty to any actual or deemed assignment, transfer, change of control or similar consequence of the sale of Shares contemplated by this Agreement and the continuation of the applicable Conditional Contract in accordance with its terms. In the event that such Conditional Contract Counterparty notifies the Company that it does not desire to continue the applicable Conditional Contract following the Closing, the Company and such Conditional Contract Counterparty shall execute and deliver at Closing an instrument that effectively terminates the applicable Conditional Contract as of not later than the Closing, or the Company shall deliver at the Closing an instrument that effectively terminates as of not later than the Closing any Conditional Contract which the Company may terminate unilaterally. As of not later than the Closing, the Company shall isolate and hold separate from all other Asset Documents all copies (including digital copies), that are in the Company’s possession or control, of all Conditional Contracts that are so terminated as of not later than the Closing. At or after the Closing, Oronite shall be entitled to immediately remove and destroy all such copies of all such terminated Conditional Contracts, and at all times after the Closing, the Company and Buyer will not use or exploit, and shall refrain from asserting any right to use or exploit, any such terminated Conditional Contracts and any summaries thereof and extracts therefrom, whether in the operation of the Company’s or Buyer’s business or otherwise.