Transferred Agreements. Schedule 4.11 sets forth a true, correct and complete list of the following Contracts, including all amendments thereto, related directly to the Business:
Transferred Agreements. All rights of InfoPak under the agreements entered into between InfoPak and third parties named therein in the operation of the MLS Business and listed in Schedule 1.1(c) (collectively, the "TRANSFERRED AGREEMENTS"); and
Transferred Agreements. Subject to the terms and conditions of this Agreement, effective the Effective Date, APIL hereby assigns to Purchaser APIL’s rights, and Purchaser hereby assumes APIL’s obligations, under the Transferred Agreements, if such Transferred Agreements are assignable at such time, except to the extent such rights and obligations relate to performance or non-performance under the Transferred Agreements on or prior to the Effective Date. On the Effective Date and thereafter from time to time until all Transferred Agreements are assigned, APIL shall transfer to Purchaser copies of the Transferred Agreements and such information in APIL’s possession as is reasonably necessary to continue conducting business under such Transferred Agreements. If any Transferred Agreement is not assignable as of the Effective Date, APIL shall use commercially reasonable efforts to seek the consent of the applicable third party(ies) to assign such Transferred Agreement to Purchaser and, if and when such consent(s) are obtained, Purchaser shall be assigned APIL’s rights and shall assume APIL’s obligations under such Transferred Agreement, except to the extent such rights and obligations relate to performance or non-performance under the Transferred Agreement on or prior to the Effective Date. To the extent permitted by applicable law and by the terms of the applicable Transferred Agreement, any Transferred Agreement that is not assignable to Purchaser as of the Effective Date shall be held, as of and from the Effective Date, by APIL for the benefit and burden of Purchaser and the covenants and obligations thereunder shall be fully performed by Purchaser on APIL’s behalf and all rights, liabilities and obligations existing thereunder, as of and from the Effective Date, shall be for Purchaser’s account. To the extent permitted by applicable law and by the terms of the applicable Transferred Agreement, APIL shall take or cause to be taken, at Purchaser’s expense, such actions as Purchaser may reasonably request which are required to be taken in order to provide Purchaser with the benefits and burdens of the Transferred Agreements that are not assignable as of the Effective Date. From and after the Effective Date, without Purchaser’s prior consent, and subject to Purchaser’s compliance with APIL’s obligations under the applicable Transferred Agreement that are not assignable as of the Effective Date, APIL shall not take, permit to be taken or omit to take any action, in each case, within AP...
Transferred Agreements. (a) On or prior to the Closing Date, (i) Seller shall deliver to Buyer all of the Transferred Agreements, and (ii) for each such Transferred Agreement listed on Schedule 1.6, Seller shall deliver to Buyer a written agreement in a form satisfactory to Buyer, signed by all the parties to such Transferred Agreement pursuant to which such party or parties thereto: (x) unconditionally consent to the transfer and assignment of such Transferred Agreement to Buyer and subsequently Buyer Parent or a controlled affiliate thereof; (y) agree that any and all past and present obligations of Seller or any of its affiliates to pay to such third party or parties any money, royalty or any other form of consideration pursuant to such agreement has been fully satisfied or shall remain the obligation of Seller upon such transfer and assignment; and (z) confirm that Buyer will have all rights that Seller or any of its applicable affiliates had under such Transferred Agreement as though Seller or any of its applicable affiliates had satisfied any and all their past and present obligations to pay such third party or parties any money, royalty or any other form of consideration pursuant to such agreement. For each Transferred Agreement not listed on Schedule 1.6, Seller and Buyer agree to cooperate with each other in contacting the parties to such Transferred Agreements for the purpose of obtaining the agreement and confirmation specified in clauses (y) and (z) directly above with respect to such Transferred Agreements.
Transferred Agreements. All contracts and agreements of Seller to the extent assignable by Seller, customer agreements, vendor agreements, purchase orders, installation and maintenance agreements, hardware lease or rental agreements, contract claims and all other arrangements and understandings related to the Business which are listed on SCHEDULE 1.1.7, a final version of which will be attached hereto on the Closing Date (collectively, the "Transferred Agreements"); 1.1.8
Transferred Agreements. Buyer is not assuming any debt, liability or obligation of Seller, whether known or unknown, fixed or contingent, except for any continuing obligations under the Transferred Agreements. Selling Parties jointly and severally agree to indemnify and hold Buyer harmless against all debts, claims, liabilities and obligations of Seller not expressly assumed by Buyer hereunder, and to pay any and all attorneys' fees and legal costs incurred by Buyer, its successors and assigns in connection therewith and Buyer agrees to indemnify and hold Selling Parties harmless against all debts, claims, liabilities and obligations of Seller expressly assumed by Buyer hereunder, and to pay any and all attorneys' fees and legal costs incurred by Selling Parties, and their respective successors and assigns in connection therewith. Buyer shall have the benefit of and shall perform all contracts, commitments, permits, licenses, registrations and authorizations, if any, specifically listed on SCHEDULE 1.1.7, in accordance with the terms and conditions thereof, with such modifications as are specifically disclosed on such SCHEDULE 1.1.7. All liabilities, costs and expenses arising from or relating to Seller's operation or ownership of the Assets through the Closing Date shall remain the responsibility of Seller, except as expressly provided in Article 5.
Transferred Agreements. Subject to Section 2.7 hereof, Seller will use commercially reasonable efforts to secure, before the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to Buyer, from any Person to any Transferred Agreement required to be obtained to assign or transfer any such agreements to Buyer or to otherwise satisfy the conditions set forth in Section 8.3; provided that neither Seller nor Buyer shall have any obligation to offer or pay any consideration in order to obtain any such consents or approvals; and provided, further, that Seller shall not make any agreement or understanding affecting the Purchased Assets or the Operations as a condition for obtaining any such consents or waivers without the prior written consent of Buyer. During the period prior to the Closing, Buyer shall use commercially reasonable efforts to cooperate and assist Seller in obtaining the consents, approvals and waivers contemplated by this Section 6.3(a).
Transferred Agreements. DemandTec also shall have the right, but not the obligation, to assume all agreements of Service Provider that relate to or are required in connection with the performance of the Services, including any equipment leases, security contracts, telephone, Internet or other infrastructure service agreements, to the extent permitted. In addition, DemandTec shall have the right to enter into a sublease agreement pursuant to which it will sublease the portion of Service Provider’s facilities that are used in connection with the provision of Services for the remainder of the term of this Agreement. Rent and other commercial terms of any such arrangements shall be agreed to by the parties in good faith.
Transferred Agreements. Immediately upon their assignment to Mindscape, the Transferred Agreements shall be deemed terminated and shall be of no further force or effect. Mindscape and the AG Parties each hereby irrevocably release and forever waive any claims, actions, causes of action, remedies, obligations, damages and liabilities of every name and nature, whether in law or in equity, whether known or unknown, absolute or contingent arising out of the Transferred Agreements, including but any limited to any Claim in any way relating to any breach or alleged breach thereof occurring prior to the date hereof Mindscape and the AG Parties shall have no claim or obligation whatsoever to the other under or with respect to the Transferred Agreements
Transferred Agreements. As of the Transaction Date, subject to Nanometrics obtaining any necessary third party consents, Nanometrics shall assign and transfer to Toho all Transferred Agreements including all of Nanometrics’s rights, obligations and duties under such Transferred Agreements and Toho shall assume all such Transferred Agreements, including all of Nanometrics’s rights and obligations under such Transferred Agreements.
