Transfer Of Clients Agreement

10:17 a.m. Hours. All information disclosed on a schedule or communicated in writing to Buyer shall be deemed to be disclosed to Buyer for all purposes of this Agreement and related agreements. Neither the indication of a dollar amount, object or matter in any provision of this Agreement, nor the inclusion of a specific object or matter in the Annex to this Agreement shall imply only that amount, higher or lower amounts, or the object or object so specified or contained, or any other object or matter; are not or are not essential, and no party may use the fact of specifying such an amount, the specifications or the inclusion of such an object or case in the context of disputes or controversies between the parties as to whether or not an object or matter not specified therein or which appears in an annex is essential for the purposes of the this Agreement or related agreements. Neither the specifications for an object or matter in any provision of this Agreement nor the inclusion of a specific object or matter in the Annex to this Agreement shall imply that that object, matter, or other objects or matters are not in normal operation, and neither party may establish the fact of the specification or the inclusion of such an object or object. Use the issue in litigation or controversy. between the Parties, whether or not an object or matter not specified therein or contained in an Annex is being implemented for the purposes of this Agreement or the agreements relating thereto. Seller may, from time to time before or on each migration date, supplement or modify a schedule, in accordance with the terms of this Agreement, including one or more additions or modifications, in order to correct any matters that would constitute a breach of any insurance, warranty, agreement or obligation. However, where the seller and the buyer transfer the assets to be transferred from the seller to the buyer on that migration date, such addition and modification shall be effective in remedying and correcting, for all other purposes, any breach of any warranty, guarantee, agreement or obligation that would have existed if the seller had not made such an addition or modification. and all references to an Annex supplemented or amended in accordance with this Section 10.17 shall be considered as a reference to that timetable, as supplemented or amended, for all purposes of the applicable migration date, provided that no addition or modification made after a migration date corrects an infringement which constituted an earlier migration date in respect of the assets acquired; that the seller has transferred to the buyer.

such a pre-migration date. comply with applicable contracts and legal requirements. Unless otherwise stipulated in the transition plan, the buyer may not contact or communicate with any part of the assets prior to the migration date on which those assets are transferred to the buyer. Under no circumstances shall Buyer seek to (i) terminate a Customer Agreement prior to the migration date of such Customer Agreement, or (ii) renegotiate an agent agreement with an agent prior to the last migration date or a Customer Agreement with a Customer prior to the migration date of such Customer Agreement, or indicate, by anything else, that it is being renegotiated; provided, however, that this clause (ii) does not prevent the buyer from offering an agent more advantageous conditions. `taxes` means all taxes, duties, duties, duties or other charges (including income, gross receipts, net receipts, proceeds of value, turnover, immovable and personal property (material and intangible), sales, use, exemption, excise duties, goods and services, value added, stamp, user, transfer, fuel, excess profits, professional, interest compensation, windfall profits, end-of-end benefits, wage billing, unemployment and social security taxes) imposed by a government authority; and this period includes all interest, penalties or additional taxes that are due to such taxes (or their non-payment). . . .

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