Contracts/Agreements Sample Clauses
Contracts/Agreements. The Assignor will not enter, assume, amend, change or modify any Contract or other agreement, arrangement, commitment, instrument or obligation materially relating to or affecting in any way the Assets or the Assignor’s ownership thereof.
Contracts/Agreements. All of Seller’s contracts, distribution agreements, or other agreements or arrangements with distributors and such other contracts or other agreements or arrangements to provide products, goods or services (collectively, the “Contracts and Agreements”) a schedule of which is attached as Exhibit C (the “Schedule of Contracts and Agreements”);
Contracts/Agreements. During the Transition Period, Buyer and Seller will work to identify the Assumed Contracts (as defined in the Purchase Agreement). Until such time as the Assumed Contracts can be identified and properly assigned to Buyer, any such assignment shall be deferred until all required consents have been obtained (each a “Deferred Contract”). Buyer and Seller shall cooperate with and provide access to each other of all equipment, employees and other assets and personnel necessary or required to perform the obligations under and receive the benefits of, as applicable, any Deferred Contract, in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Deferred Contract for its term (or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder). Once the required consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Deferred Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Deferred Contract to Buyer, and Buyer shall assume the obligations under such Deferred Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). If Buyer is not able to obtain the required consent for a Deferred Contract then Buyer may reject the assignment of such Deferred Contract, in which case, notwithstanding anything set forth in the Purchase Agreement or this Agreement to the contrary, neither this Agreement nor any document contemplated by the Purchase Agreement shall constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Deferred Contract, and (B) Seller shall retain such Deferred Contract and all liabilities arising therefrom or relating thereto.