UK Contracts Sample Clauses
UK Contracts. Within thirty (30) days following the Closing Date, IPSCO shall provide notice in the form attached hereto as Exhibit L to each IPSCO customer who has an outstanding contract related to the Business.
UK Contracts. The contracts and other agreements listed on Schedule 1.7(b) shall be assigned and transferred by EC Europe and EC UK, as applicable, to Newco or one of the Newco Subsidiaries, as designed by Newco.
UK Contracts. (a) In so far as the rights of the UK Seller under any of the UK Contracts cannot be transferred by the UK Seller to the UK Purchaser except by way of an agreement or novation or with consent to the assignment from a third party then this Agreement shall not operate to transfer or assign any such rights and:
(i) each of the UK Seller and the UK Purchaser shall use its reasonable endeavors to procure that such UK Contracts are novated or assigned or consent is obtained as soon as is reasonably practicable;
(ii) subject to paragraph (v) below, unless and until any such UK Contracts are novated or assigned or consent is obtained, the UK Seller shall continue its corporate existence, shall hold the benefit of such UK Contracts upon trust for the UK Purchaser absolutely and shall pay and account to the UK Purchaser for any sums or any other benefits received by the UK Seller in relation thereto relating to the period following the Closing;
(iii) the UK Purchaser shall, as the UK Seller's agent, perform all the obligations and discharge all the liabilities of the UK Seller with respect to such UK Contracts relating to the period after the Closing;
(iv) unless and until any such UK Contracts are novated or assigned or consent is obtained the UK Seller shall act in accordance with the reasonable directions of the UK Purchaser in all matters relating to such UK Contracts for so long as the UK Seller is required and authorized so to do by the UK Purchaser and the UK Purchaser shall indemnify the UK Seller in respect of any losses, damages, liabilities, costs, charges or expenses it may reasonably and actually incur in connection with such directions; and
(v) as to any UK Contracts subject to laws of jurisdictions other than England and/or entered into with parties located in jurisdictions having no rules providing for the setting up, the enforcement or the recognition of trusts similar to English law, the duty of the UK Seller to hold the benefits of such UK Contracts upon trust for the UK Purchaser shall not arise; provided, however, the UK Seller shall behave in a manner, insofar as it is permissible under the laws of the relevant jurisdiction and practically feasible, and without entailing additional burdens and costs upon the UK Purchaser, such that it can cause the benefits of such UK Contracts to be passed on to the UK Purchaser in fact and in as close a manner as possible as would be the case were the UK Seller otherwise legally appointed trustee for the UK P...
UK Contracts