THE BUSINESS CONTRACTS. 13.1. The Seller shall, with effect from the Effective Time, assign to the order of the Buyer, or procure the assignment to the order of the Buyer of, all the Business Contracts which are capable of assignment without a Third Party Consent.
THE BUSINESS CONTRACTS. 6.1 On the Completion Date, the Seller shall provide the Purchaser with a list of all the Business Contracts that are outstanding as on the Closing Date (“Assumed Business Contracts”) and shall novate the same in favour of the Purchaser.
THE BUSINESS CONTRACTS. 8.1 Disclosure of contracts The Business Contracts, the Computer Software Licenses, the Computer Systems Agreements, the Customer Contracts and the Lease Contracts (together referred to in this clause as "the Contracts") constitute all the contracts and other engagements, whether written or oral referable to the Business to which the Vendor is now a party, apart from the contracts of employment of the employees and the Lease which is excluded from the sale and purchase hereby agreed.
THE BUSINESS CONTRACTS. 15.1 Subject to Closing taking place, the Purchaser shall with effect from the Closing Date assume the obligations and become entitled to the benefits of the Vendor under the Business Contracts and the Purchaser undertakes to carry out and perform and complete all the obligations and liabilities created by or arising under the Business Contracts (except for any obligations or liabilities attributable to a breach on the part of the Vendors or the Partnership or its employees, agents or sub-contractors) and shall indemnify the Vendors and keep them fully indemnified against all Losses incurred by the Vendors in respect of the non-performance or defective or negligent performance by the Purchaser of the Business Contracts after the Closing Date save to the extent that such non-performance or defective or negligent performance is caused or contributed to by any act or omission of any of the Vendors or any employee or agent of the Partnership acting outside the direction of the Purchaser.
THE BUSINESS CONTRACTS. 15.1 The Buyer undertakes to the Seller with effect from the Effective Time to assume the obligations and liabilities of the Seller under the Business Contracts and the Buyer shall indemnify the Seller against all Losses suffered or incurred by the Seller in respect of the non-performance or defective or negligent performance by the Buyer of the Business Contracts after the Effective Time provided that nothing in this agreement shall make the Buyer liable or in any way responsible for any Excluded Contract Liability.
THE BUSINESS CONTRACTS. 12.1 The Purchaser shall become entitled to the benefits of the Seller under the Assumed Contracts and this Agreement shall constitute an assignment of the benefit of all Assumed Contracts to the Purchaser with effect from Completion, provided that this Agreement shall not constitute an assignment or attempted assignment if it would constitute a breach of such Assumed Contract.
THE BUSINESS CONTRACTS. 5.1 All the Business Contracts are in full force and effect and have been duly complied with and the Seller is not aware of anything having occurred whereby any of them is or could be subject to early termination or which has given or that any claim under any of them would have been presented against the Seller except for ordinary claims relating to project deliveries, within the ordinary course of business.
THE BUSINESS CONTRACTS. 25.1 Each Seller shall, with effect from the Effective Time, assign or hold to the order of, to the relevant Buyer (or its nominee(s)), or procure the assignment to the relevant Buyer (or its nominee(s)) of, all the Business Contracts to which it is a party which are capable of assignment or novation without a Third Party Consent.
THE BUSINESS CONTRACTS. 1. Snowbell Management Limited Agreement dated July 19,2015 as amended January 29, 2016 and July 15, 2016;
THE BUSINESS CONTRACTS. 12.1 Subject to the provisions of Clauses 10.3 and 10.4 nothing in this Agreement shall make the Purchaser liable in respect of anything done prior to Completion in relation to the carrying on of the Business prior to Completion. The Vendor shall jointly and severally indemnify and hold harmless the Purchaser and its successors in title against all outgoings, debts, liabilities, obligations, actions, proceedings, costs, damages, claims and demands of whatever nature relating to and payable in respect of the Business or the Assets or any other liability (which liability shall include all losses, or costs, claims, expenses and damages and including but not limited to legal and other professional fees and expenses) which the Purchaser or its successors in title may incur or suffer as a result of anything so done or omitted to be done by the Vendor in relation to the Business or any defects or alleged defects in, goods supplied or services provided prior to the Transfer Date (including but not limited to and in particular any claim under any warranty or under the Sale of Goods Act, 1979 or the Sale and Supply of Goods Act, 1994) and in particular (notwithstanding anything else contained in this Agreement) arising from:-
