Distributor Contracts. Prior to the Principal Closing Date, the Selling Entities shall use their best efforts to amend each Distributor Contract to remove therefrom the products and services of the Business and, except with respect to such Distributor Contracts covering a territory or territories outside of the United States identified on Schedule 2.12, to enter into a separate successor distributor contract (a "Successor Distributor Contract") covering the products and services of the Business on terms reasonably acceptable to USI. For purposes of this Agreement, terms consistent with those contained in the existing Distributor Agreement shall be deemed to be reasonably acceptable to USI. Each Successor Distributor Agreement shall be assignable to USI or another applicable Acquiring Entity effective as of the Principal Closing Date and shall be assigned at the Closing and be an Assumed Contract hereunder (subject to the proviso set forth in the definition of "Assumed Contract" in Section 1.1).
Appears in 1 contract
Distributor Contracts. Prior to the Principal Closing Date, the --------------------- Selling Entities shall use their best efforts to amend each Distributor Contract to remove therefrom the products and services of the Business and, except with respect to such Distributor Contracts covering a territory or territories outside of the United States identified on Schedule 2.12, to enter into a ------------- separate successor distributor contract (a "Successor Distributor Contract") covering the products and services of the Business on terms reasonably acceptable to USI. For purposes of this Agreement, terms consistent with those contained in the existing Distributor Agreement shall be deemed to be reasonably acceptable to USI. Each Successor Distributor Agreement shall be assignable to USI or another applicable Acquiring Entity effective as of the Principal Closing Date and shall be assigned at the Closing and be an Assumed Contract hereunder (subject to the proviso set forth in the definition of "Assumed Contract" in Section 1.1).
Appears in 1 contract
Sources: Asset Purchase Agreement (Unigraphics Solutions Inc)