Adverse Assignment Consequences definition
Adverse Assignment Consequences means all damages and liability associated with the transfer to Buyer or Target of any Contract in connection with the Transactions (or the sub-assignment to Buyer or Target of any rights and obligations thereunder, including pursuant to Section 5(h)) including, but not limited to, the failure to obtain any necessary consents with respect to any Anti-Assignment Provision included in any Consent Required Contracts, any termination or renegotiation of any such Consent Required Contracts in connection therewith, the loss of revenue with respect to Consent Required Contracts for the longest applicable contract term, and other adverse business consequences associated with the transfer of any Contracts to Buyer or Target in connection with the Transactions. For purposes of clarification, Adverse Assignment Consequences do not include any claims of breach or violation of the terms of such contracts with respect to events occurring prior to the Closing, which are a Retained Liability.
Adverse Assignment Consequences means all damages and liability associated with the transfer to Buyer or Target of any Contract in connection with the Transactions (or the sub-assignment to Buyer or Target of any rights and obligations thereunder, including pursuant to S ection 5(h)) including, but not limited to, the failure to obtain any necessary consents with respect to any Anti-Assignment Provision included in any Consent Required Contracts, any termination or renegotiation of any such Consent Required Contracts in connection therewith, the loss of revenue with respect to Consent Required Contracts for the longest applicable contract term, and other adverse business consequences associated with the transfer of any Contracts to Buyer or Target in connection with the Transactions. For purposes of clarification, Adverse Assignment Consequences do not include any claims of breach or violation of the terms of such contracts with respect to events occurring prior to the Closing, which are a Retained Liability.
Examples of Adverse Assignment Consequences in a sentence
The Escrow Fund, which will be held for the period specified in the Escrow Agreement (the “Escrow Period”), shall be the sole recourse for any AAC Claims (as defined below) made by Buyer in connection with Adverse Assignment Consequences.
The Escrow Fund shall be the sole remedy to compensate Buyer for any Adverse Assignment Consequences (but not for the Retained Liabilities) (through Buyer’s rights to recover for AAC Claims in accordance with the terms of this Section 6(j)), and Buyer will not be permitted to make any claims against the Escrow Fund except for (x) AAC Claims or (y) as set forth above in Section 6(d)(ii) with respect to other indemnification claims in an amount limited to the Cap.