Delayed Contract definition
Examples of Delayed Contract in a sentence
Nothing in this sub-paragraph 4.8 shall preclude the Purchaser or any member of the Purchaser’s Group from informing the counterparty to any Delayed Contract of the transfer of the Business to it or from engaging with such counterparty with respect to any matter relating to such Delayed Contract.
Notwithstanding anything contained herein to the contrary, any transfer or assignment to the Purchaser of any Delayed Contract that shall require an Approval as described above in this Section 2.6 shall be made subject to such Approval being obtained.
From the Effective Time until the transfer of any Delayed Contract is effected in accordance with sub-paragraphs 4.6 or 4.7, the provisions of paragraph 5 of this Schedule shall apply to such Delayed Contracts.
Upon obtaining the requisite consents or approvals, such Delayed Contract shall be transferred and assigned to Purchaser hereunder without additional consideration therefor.
Notwithstanding anything contained herein to the contrary, the parties hereby acknowledge and agree that Buyer shall have the right to review and analyze those Debtor Contracts related to the Business which were not Assigned Contracts under this Agreement until the Delayed Contract Assignment Date and Seller shall continue to maintain and administer such Debtor Contracts related to the Business.
With respect to any such Delayed Contract, at Purchaser's request Sellers shall provide notice of termination of (or intention not to renew) the Delayed Contract pursuant to the terms thereof, and each Seller hereby grants to Purchaser the authority to give such notices.
Upon receipt of all required consents to such assignment for a Delayed Contract, the Delayed Contract shall promptly be assigned to Purchaser and shall be included in the Assets and in the Contracts assumed by Purchaser.
EVALUATION PERIOD....................................................................................................................
Subject to the terms of the Transition Services Agreement, with respect to any Delayed Contract, (1) Buyer shall obtain (without infringing upon the legal rights of such third party or violating any Law) the economic rights and benefits under such Delayed Contract and (2) Buyer shall assume any related burden and obligation (including performance) with respect to such Delayed Contract.
Upon satisfying any requisite Consent or Governmental Authorization requirement applicable to such Delayed Contract after the Closing, such Delayed Contract shall promptly be transferred and assigned to Buyer in accordance with the terms of this Agreement, the Transition Services Agreement and the Sale Order.