Common use of CONTRACTS AND THIRD PARTY CONSENTS Clause in Contracts

CONTRACTS AND THIRD PARTY CONSENTS. 9.1 From the Completion Date the Purchaser shall perform, fulfil and discharge the obligations of the Seller pursuant to the Contracts (other than in respect of any breach, act, omission or neglect by the Seller or to the extent any liability under the Contracts had accrued due prior to the Completion Date) and the Purchaser shall be entitled to the benefit of the Contracts. 9.2 Subject to Clause 10.1, the Purchaser shall from the Completion Date indemnify and keep indemnified the Seller against all actions, proceedings, liabilities, claims, demands, losses, costs and expenses or other liability whatsoever arising from the acts or omissions of the Purchaser in relation to any of the Contracts on or after the Completion Date. 9.3 All Contracts which are capable of assignment without the need for any third party consent shall hereby be assigned. 9.4 To the extent that any of the Sale Assets are not assignable without the consent of another party or without an agreement of novation, this Agreement shall not constitute an assignment or an attempted assignment if such assignment or attempted assignment would constitute a breach of that agreement. 9.5 In the event that such consent or novation is required, the Seller and the Purchaser shall use all reasonable endeavours to obtain any required consent or novation as soon as reasonably practicable. 9.6 Unless and until such consent shall be forthcoming and the relevant agreement shall have been assigned or novated the Seller shall remain liable under such agreement as a contracting party (and will enforce at the Purchaser's request any and all rights of the Seller against the other party to the contract) but the Purchaser shall indemnify the Seller in respect of it and shall perform the obligations under such agreement as agent for the Seller who shall account to the Purchaser for all sums received from that agreement. 9.7 If such consent or novation is not obtained, the Seller will co-operate with the Purchaser in any reasonable arrangements designed to provide for the Purchaser all the benefits under any of the contracts, including enforcement of any and all rights of the Seller against the other party to the contract arising out of the cancellation by such other party or otherwise.

CONTRACTS AND THIRD PARTY CONSENTS. 9.1 9.1. From the Completion Date the Purchaser shall perform, fulfil and discharge the obligations of the Seller pursuant to the Contracts (other than in respect of any breach, act, omission or neglect by the Seller or to the extent any liability under the Contracts had accrued due prior to the Completion Date) and the Purchaser shall be entitled to the benefit of the Contracts. 9.2 9.2. Subject to Clause 10.19.1, the Purchaser shall from the Completion Date indemnify and keep indemnified the Seller against all actions, proceedings, liabilities, claims, demands, losses, costs and expenses or other liability whatsoever arising from the acts or omissions of the Purchaser in relation to any of the Contracts on or after the Completion Date. 9.3 9.3. All Contracts which are capable of assignment without the need for any third party consent shall hereby be assigned. 9.4 9.4. To the extent that any of the Sale Assets are not assignable without the consent of another party or without an agreement of novation, this Agreement shall not constitute an assignment or an attempted assignment if such assignment or attempted assignment would constitute a breach of that agreement. 9.5 9.5. In the event that such consent or novation is required, the Seller and the Purchaser shall use all reasonable endeavours to obtain any required consent or novation as soon as reasonably practicable. 9.6 9.6. Unless and until such consent shall be forthcoming and the relevant agreement shall have been assigned or novated the Seller shall remain liable under such agreement as a contracting party (and will enforce at the Purchaser's request any and all rights of the Seller against the other party to the contract) but the Purchaser shall indemnify the Seller in respect of it and shall perform the obligations under such agreement as agent for the Seller who shall account to the Purchaser for all sums received from that agreement. 9.7 9.7. If such consent or novation is not obtained, the Seller will co-operate with the Purchaser in any reasonable arrangements designed to provide for the Purchaser all the benefits under any of the contracts, including enforcement of any and all rights of the Seller against the other party to the contract arising out of the cancellation by such other party or otherwise.

CONTRACTS AND THIRD PARTY CONSENTS. 9.1 From 13.1 JLR Contracts and Split Contracts 13.1.1 With effect from Completion, the Completion Date the Purchaser shall performBuyer: (a) shall, fulfil until such JLR Contracts are novated, assigned or transferred in accordance with this Clause 13, carry out, perform and discharge all Liabilities created by or arising under any JLR Contracts, or shall procure that all such Liabilities are carried out, performed and discharged; and EXECUTION VERSION (b) undertakes to indemnify the obligations Seller and each member of the Seller pursuant to the Contracts (other than in respect Group against all Losses and Liabilities incurred by any of them as a result of any breach, act, omission or neglect failure by the Seller or Buyer to the extent any liability perform its obligations under the Contracts had accrued due prior to the Completion Date) and the Purchaser shall be entitled to Clause 13.1.1(a). 13.1.2 Insofar as the benefit or burden of the Contracts. 9.2 Subject to Clause 10.1, the Purchaser shall from the Completion Date indemnify and keep indemnified the Seller against all actions, proceedings, liabilities, claims, demands, losses, costs and expenses or other liability whatsoever arising from the acts or omissions of the Purchaser in relation to any of the JLR Contracts on cannot effectively be assigned or after transferred to the Completion Date.Buyer, a Target Company or a NSC Newco except by novation or consent from a third party: 9.3 All Contracts which are capable of assignment without the need for any third party consent shall hereby be assigned. 9.4 To the extent that any (a) each of the Sale Assets are not assignable without the consent of another party or without an agreement of novation, this Agreement shall not constitute an assignment or an attempted assignment if such assignment or attempted assignment would constitute a breach of that agreement. 9.5 In the event that such consent or novation is required, Buyer and the Seller and the Purchaser shall use all reasonable endeavours to obtain procure such novation or consent with effect from Completion and for such purpose: (i) the Buyer shall provide any required consent information, guarantees or novation other assurances reasonably requested by the relevant third party; (ii) the Seller shall not be obliged to incur any financial commitment; and (iii) neither party shall be obliged to become involved in or threaten any form of legal action. (b) until the benefit and burden of the relevant JLR Contract is novated or assigned: (i) the Seller shall, to the extent not prohibited under the relevant contract, procure that the relevant member of the Seller Group shall hold it on trust for the Buyer from Completion (and accordingly on receipt of the same account for and pay or deliver to the Buyer or as it may direct any moneys or goods received thereunder); (ii) the Buyer shall, as sub-contractor (to the extent permitted, in the reasonable opinion of the Seller, under such contract), failing which, as agent, of the relevant member of the Seller Group, perform all of the obligations under the relevant contract following Completion provided that the Buyer is given reasonable notice of such obligations by the Seller; and (iii) the Seller shall procure that the relevant member of the Seller Group shall on request and with effect from Completion (so far as it lawfully may, in the reasonable opinion of the Seller and at the Buyer’s sole expense) give all reasonable assistance to enable the Buyer to enforce its rights under the relevant contract provided that the Buyer shall indemnify each member of the Seller Group against all Losses and Liabilities thereby incurred and no member of the Seller Group shall be obliged to make any payment unless it has first been paid the amount concerned by the Buyer. 13.1.3 In relation to any Split Contract entered into by a member of the Seller Group: (a) prior to splitting any such Split Contract pursuant to Clause 13.1.5 and for so long as any member of the Seller Group retains any benefit pursuant to the terms of such Split Contract, the Seller shall, with effect from Completion, procure that the relevant member(s) of the Seller Group shall: (i) (to the extent not prohibited under such contract) hold any payments, goods or other services received under the relevant Split Contract (to the extent related to Jaguar or Land Rover) as trustee for the Buyer and as soon as reasonably practicable.practicable following receipt forward such payments, goods and other services to the Buyer (or as it may direct); EXECUTION VERSION 9.6 Unless (ii) exercise all rights, powers and until such consent shall be forthcoming and benefits under the relevant agreement shall have been assigned Split Contract (to the extent relating to Jaguar or novated Land Rover) in accordance with the Buyer’s reasonable requirements but without incurring any financial commitment for its own account or becoming involved in or threatening any form of legal action; and (iii) insofar as the Split Contract relates to any business carried on by the Seller Group, use all reasonable endeavours to carry out or perform its obligations under the Split Contract; and (b) provided it is given reasonable notice of the same by the Seller, the Buyer shall remain liable under with effect from Completion perform, or procure the performance, of all such agreement Split Contracts (to the extent related to Jaguar or Land Rover) in accordance with their terms and conditions as a contracting party (and will enforce at sub-contractor of the Purchaser's request any and all rights relevant member of the Seller against Group provided that such sub-contracting is (in the other party reasonable opinion of the Seller) permitted under the terms of the relevant Split Contract, and where sub-contracting is not permissible, undertakes to perform, or procure performance, as agent of the contract) but relevant member of the Purchaser Seller Group and the Buyer shall indemnify the Seller in respect and each member of it the Seller Group against all and shall any Losses or Liabilities resulting from any failure on the part of the Buyer to perform or procure performance of those obligations. 13.1.4 In relation to any Split Contract entered into by a Target Company: (a) prior to splitting any such Split Contract pursuant to Clause 13.1.5 and for so long as any Target Company retains any benefit pursuant to the obligations terms of such Split Contract, the Buyer shall, with effect from Completion, procure that the relevant Target Company shall: (i) hold any payments, goods or other services received under such agreement the relevant Split Contract (to the extent related to any business carried on by the Seller Group) as agent trustee for the Seller who shall account and as soon as reasonably practicable following receipt forward such payments, goods and other services to the Purchaser Seller (or as it may direct); (ii) exercise all rights, powers and benefits under the relevant Split Contract (to the extent relating to any business carried on by the Seller Group) in accordance with the Seller’s reasonable requirements but without incurring any financial commitment or for its own account or becoming involved in or threatening any form of legal action; and (iii) insofar as the Split Contract relates to Jaguar or Land Rover, use all sums received from that agreement.reasonable endeavours to carry out or perform all relevant obligations under the Split Contract; and 9.7 If such consent or novation (b) provided it is not obtainedgiven reasonable notice of the same by the Buyer, the Seller will coshall with effect from Completion perform, or procure the performance, of all such Split Contracts (to the extent related to any business carried on by the Seller Group) in accordance with their terms and conditions as sub-operate with contractor of the Purchaser relevant Target Company provided that sub-contracting is (in any the reasonable arrangements designed opinion of the Buyer) permitted under the terms of the relevant Split Contract, and where sub-contracting is not permissible, undertakes to provide perform, or procure the performance, as agent of the relevant Target Company and the Seller shall indemnify the Buyer and its Affiliates (including for the Purchaser avoidance of doubt each Target Company or NSC Newco) against all and any Losses or Liabilities resulting from any failure on the benefits under any part of the contracts, including enforcement of any and all rights a member of the Seller against Group to perform or procure performance of those obligations. EXECUTION VERSION 13.1.5 If the other party to Buyer or the contract arising out Seller so requests in writing, the Seller or the Buyer (respectively) shall with effect from Completion take all reasonable action, or procure that a member of the cancellation Seller Group (in the case of the Seller) or Target Company (in the case of the Buyer), takes all reasonable action as is reasonably necessary to agree to an arrangement with the counterparty or counterparties to any Split Contract whereby the Split Contract is terminated and replaced by such other party two or otherwisemore contracts (including one with a member of the Seller Group and one with a Target Company) reflecting the reasonable requirements of the Seller and the Buyer.