Common use of OPEN CONTRACTS Clause in Contracts

OPEN CONTRACTS. 3.1 Cargill agrees to assign, deliver, and transfer to TAI on the Effective Date, and TAI agrees to accept from Cargill, on the Effective Date, all right, title, and interest of Cargill in and to all executory contracts for the purchase of grain (the "Open Contracts") by Cargill from various sellers, which Open Contracts are in existence on the Effective Date. TAI shall purchase the Open Contracts at the TAI truck bid on the Effective Date. If the parties cannot mutually agree to the TAI truck bid, the price shall be determined by an independent third party, mutually agreeable to both parties. Cargill shall indemnify and hold harmless TAI against all claims, damages, liabilities, costs, suits, obligations or penalties (including attorneys' fees) arising from Cargill's breach of or negligent administration or handling of any open hedge-to-arrive grain contracts which are assigned from Cargill to TAI ("HTA Contracts"), or arising from any questions of legality of such HTA Contracts to the extent that such questions of legality do not arise from TAI's breach of or negligent administration or handling of the HTA Contracts. TAI shall indemnify and hold harmless Cargill against all claims, damages, liabilities, costs, suits, obligations, or penalties (including attorneys' fees) arising from TAI's breach of or negligent administration or handling of the HTA Contracts.