Assignability and Consents Clause Samples
The Assignability and Consents clause governs whether and how a party to a contract may transfer its rights or obligations to another party, and under what conditions such a transfer is permitted. Typically, this clause specifies if prior written consent is required from the other party before any assignment can take place, and may outline exceptions, such as assignments to affiliates or in connection with a merger. Its core practical function is to protect the interests of the parties by ensuring that contractual relationships are not unilaterally altered or transferred without appropriate oversight or agreement, thereby maintaining control and predictability over who is bound by the contract.
Assignability and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement, if the conveyance, assignment, transfer or delivery or attempted conveyance, assignment, transfer or delivery to Newco of any Transferred Asset is (i) prohibited by any Applicable Law or (ii) would require any authorizations, approvals, consents or waivers from a Third Party to convey, assign, transfer or deliver such Transferred Asset and such authorizations, approvals, consents or waivers have not been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, the ATA Closing shall proceed (subject to the Parties’ rights under ARTICLE V), but the ATA Closing shall not constitute the conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute a conveyance, assignment, transfer or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the ATA Closing, the Parties shall continue to use diligent efforts and cooperate with each other, without additional consideration, to obtain any such authorization, approval, consent or waiver as promptly as practicable, it being understood that (i) neither the Company nor any of its Affiliates shall be required to pay money to any third party (unless Newco agrees to reimburse the Company for such amounts), commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain any authorization, approval consent or waiver of such third party and (ii) to the extent the foregoing shall require any action that would, or would continue to negatively affect the Company following the ATA Closing, such action shall require the consent of the Company. Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery of any such Non-Assignable Asset not conveyed, assigned, transferred or delivered at the ATA Closing is obtained, the Company shall convey, assign, transfer and deliver such Non-Assignable Asset to Newco at no additional cost to Newco but subject to the foregoing sentence. Notwithstanding anything to the contrary contained in this Agreement, Newco shall not assume any Liabilities with respect to a Non-Assignable Asset until it has been conveyed, assigned, transferred and delivered to Newco except to the extent related to any rights and/or benefits obtained by Newco pursuant to such Non-Assignable Asset.
(b) Without limit...
Assignability and Consents. Notwithstanding the provisions of Section 2.01, so long as all Required Consents have been obtained and all other conditions to Closing specified in Article IX and Article X have been satisfied or waived, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Purchased Asset would require any authorizations, approvals, consents or waivers (other than the Required Consents) from a third Person (other than any Seller or any Affiliate of a Seller) and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, then the Closing shall proceed without the sale, assignment, transfer, conveyance or delivery of such asset and this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing the Parties shall use their Reasonable Efforts, and cooperate with each other in good faith, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that no party shall be required to pay any consideration to obtain any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the Parties shall cooperate with each other in good faith in any reasonable and lawful arrangements that will provide to Buyer the benefits of use of such asset and to Sellers the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to Buyer at the Closing. To the extent that Buyer is provided the benefits pursuant to this Section 2.02 of any Contract, to the extent contractually and legally permitted to do so, Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Sellers thereunder, including any payments to be made thereunder, or reimburse the Sellers for their reasonable out of pockets expenses in performing or making any payments thereunder, and (y) shall satisfy any related obligations and Liabilities with respect to such Contract that, but for the lack of an authorization, approval, consent or waiver to assign such obligations or Liabilities to Buyer, would be Assumed Liabilities. If authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such asset no...
Assignability and Consents. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sublicense or sublease any Institutional Asset if an attempted assignment, sublicense or sublease thereof, without the consent of another party thereto or any Governmental Entity or Educational Agency, would constitute a breach of any such Institutional Asset or in any way violate any applicable Law, or in any way affect the rights of Buyer thereunder. The Seller Parties shall use commercially reasonable efforts, and the Buyer Parties shall cooperate in all reasonable respects with the Seller Parties, to obtain all Consents and waivers necessary to convey the Institutional Assets (including the Transferred Contracts) to Buyer on the Closing Date. If such Consents or waivers are not obtained, or if an attempted assignment, sublicense or sublease would be ineffective, then except in the case of Governmental Consents or Educational Consents: (a) the Seller Parties shall use their commercially reasonable efforts to provide Buyer the benefit (and Buyer will bear the burden) of any such Institutional Asset and to enforce, at the request of Buyer and for the account of Buyer and at the Seller Parties’ sole expense, any rights of Seller arising from any such Institutional Asset, and (b) shall cooperate in any commercially reasonable and lawful arrangement designed to provide such benefits to Buyer. The Seller Parties shall use commercially reasonable efforts, and the Buyer Parties shall cooperate in all reasonable respects with the Seller Parties, to obtain prior to the Closing from each landlord under a Lease: (i) an acknowledgment of Buyer’s right to any related Security Deposit upon the Closing, and (ii) an estoppel certificate executed by the applicable landlord and, with respect to any Lease that is also subject to a sublease to a third-party tenant, an estoppel certificate executed by such tenant, in each case in form and substance reasonably acceptable to the Buyer Parties.
Assignability and Consents. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Acquired Asset that by its terms or by Law is non-assignable without the consent of a third party (including any Governmental Body) or is cancelable by a third party in the event of an assignment (a “Non-Assignable Asset”), unless and until consent from such third party shall have been obtained. With respect to all Non-Assignable Assets, the Members and the Company shall use their respective commercially reasonable efforts to cooperate with Buyer at its request following the Closing Date in endeavoring to obtain such consents. Subject to the foregoing, Buyer, Members and the Company shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required under the Assumed Contracts. To the extent permitted by applicable Law and the terms of the Non-Assignable Assets, in the event that consents to the assignment thereof cannot be obtained, such Non-Assignable Assets shall be held, as of and from the Closing Date, by the Company for the benefit and detriment of Buyer, and the covenants and obligations thereunder shall be performed by Buyer at its expense and in the Company’s name, and all benefits and obligations existing thereunder shall be for Buyer’s account (and the Company shall promptly pay over to Buyer all money received by it under such Non-Assignable Assets in respect of periods after the Closing Date). As of and from the Closing Date, the Company authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of the Company under the Non-Assignable Assets.
Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Purchased Asset is (a) prohibited by any applicable Law or (b) would require any authorizations, approvals, consents or waivers from a third Person or Governmental or Regulatory Authority and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, then in either case the Closing shall proceed without the sale, assignment, transfer, conveyance or delivery of such asset and this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such asset; provided that nothing in this Section 2.02 shall be deemed to waive the rights of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations set forth in Article X have not been satisfied. Subject to Section 8.02, in the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, the parties shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller shall not be required to pay any consideration to obtain any such authorization, approval, consent or waiver. Subject to Section 8.02, pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to Buyer at the Closing. To the extent that Buyer is provided the benefits pursuant to this Section 2.02 of any Assumed Contract, Buyer shall (x) perform for the benefit of the other parties thereto the obligations of Seller or any Affiliate of Seller thereunder, including any payments to be made thereunder; and (y) shall satisfy any related Liabilities with respect to such Assumed Contract that, but for the lack of an authorization, approval, consent or waiver to assign such obligations or Liabilities to Buyer, would be Assumed Liabilities. If authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a...
Assignability and Consents. (a) As promptly as practicable after the date hereof, (i) Seller will give all required notices to any third parties and will use commercially reasonable efforts to obtain all consents, approvals and other authorizations set forth or required to be set forth on Schedule 3.3, and (ii) Seller shall use its reasonable best efforts to obtain an extension of the Contract set forth on Schedule 6.14 on the terms set forth on Schedule 6.14.
(b) Notwithstanding any other provisions in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Contract if an attempted assignment thereof, without the consent of another party thereto or any Governmental Authority, would constitute a breach or violation of any such Contract. Seller shall, at its expense, use commercially reasonable efforts and Buyer shall, at Seller’s expense, use commercially reasonable efforts to assist Seller in obtaining all consents, novations and waivers and to resolve all impracticalities of assignments, novations or transfers necessary to convey any Contract to Buyer at the earliest practicable date after the Closing. Notwithstanding the foregoing, any fees and expenses incurred by the Parties in connection with obtaining an assignment, novation or transfer of any Contract will be paid by the Party incurring such expense.
(c) In the case of Contracts included in the Acquired Assets, if such consents, novations or waivers are not obtained on or prior to the Closing Date, or if an attempted assignment would be ineffective, until such consent, novation or waiver is obtained, Seller shall use commercially reasonable efforts to (A) provide to Buyer the benefits of each such Contract; (B) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Buyer and (C) enforce, at the request and expense of Buyer and for the account of Buyer, any rights of Seller arising from any such Contract; and Seller will promptly pay to Buyer when received all monies received by Seller under such Contract. To the extent Buyer is provided the benefit of any such Contract, Buyer will perform or discharge, on behalf of Seller, Seller’s obligations and liabilities under each such Contract in accordance with the provisions thereof except for any obligations and liabilities under any such Contract that constitute a Retained Liability. Once a necessary consent, novation or waiver is obtained, the applicable Contract will be deemed to have been automatically trans...
Assignability and Consents. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any order, contract, agreement, lease, commitment, license, franchise, authorization or concession, to the extent that an attempted assignment thereof, without the consent of another party thereto or of a Governmental Entity would constitute a breach of any such order, contract, agreement, lease, commitment, license, franchise, authorization or concession. MIC shall use its reasonable efforts, and Intek shall cooperate in all reasonable respects with MIC, to obtain consent to any such assignment or a novation of such contract substituting Intek or MUSA for MIC. For any item for which such consent or novation is not obtained, MIC shall, for a period commencing on the Effective Date and ending upon expiration of the current term of such nonassignable item (without giving effect to any extension thereof, whether automatic or otherwise) or, if no expiration date is stated therein, thirteen months after the Effective Date, provide to Intek the benefit of any such nonassignable item, and MIC shall pay to Intek all monies or other property received by MIC under any such nonassignable item within five (5) business days of MIC's receipt thereof, provided that Intek makes all payments required to be made by MIC pursuant to the terms of such nonassignable items and that Intek performs or obtains performance of all obligations required of MIC under such nonassignable items, in advance of or at such time as such payment or performance is required. At the end of period described in the immediately preceding sentence, MIC shall have no further duties or obligations hereunder with respect to such nonassignable items and the failure to obtain any necessary consent or waiver with respect thereto shall not be a breach of any provision of this Agreement. In the event that Intek or MUSA performs its obligations under a nonassignable item, Intek's may bring such action on behalf of MIC and in MIC's name as shall be reasonably necessary to enforce MIC's or Intek's rights under such nonassignable item; PROVIDED, HOWEVER, that Intek shall bear all costs and expenses of any kind whatsoever incurred by MIC in connection with any such actions and PROVIDED FURTHER that, notwithstanding anything to the contrary contained herein, Intek shall indemnify and hold MIC harmless from and against any and all Damages incurred by MIC directly or indirectly in connection with suc...
Assignability and Consents. To the extent that the consummation of -------------------------- the transactions contemplated herein or the assignment of any of the Acquired Contracts, the Real Property Lease or the Personal Property Leases shall require the consent or waiver of any third party or any federal, state, county, parish, local or foreign governmental entity or municipality or subdivision thereof or any authority, arbitrator, department, commission, board, bureau, body, agency, court or instrumentality thereof (each, a "Governmental Authority"), Seller shall use all reasonable efforts to obtain the consent or waiver of each such third party or Governmental Authority (each, a "Required Consent") to the assignment thereof on or prior to the Closing Date, but the failure of Seller to obtain any Required Consent shall not enable Purchaser to terminate this Agreement.
Assignability and Consents. To the extent that the assignment of any Acquired Contract, Warranties, Licenses, Documentary Information, Leased Personal Property or other Acquired Asset to be assigned to Purchaser requires the consent or waiver of any third party or Governmental Authority (each a "Required Consent"), Seller shall obtain the consent or waiver of each such third party or Governmental Authority to such assignment, in each case in form and substance satisfactory to Purchaser, on or prior to the Closing Date.
Assignability and Consents. Notwithstanding anything herein to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, sublease or transfer any Assigned Contract or Transferred Permit if any attempted sale, conveyance, assignment, sublease or transfer of such Assigned Contract or Transferred Permit, without the Consent of the other Person to such transfer, would constitute a breach by Sellers or Buyer with respect to such Assigned Contract or Transferred Permit. If any required Consent is not obtained on or prior to the Closing Date, Sellers shall (a) provide to Buyer the benefits of the applicable Contract or Permit, (b) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Buyer, (c) enforce at the request of Buyer and for the account of Buyer any rights of Sellers arising from any such Contract or Permit (including the right to elect to terminate such Contract or Permit in accordance with the terms thereof upon the request of Buyer) and (d) use commercially reasonable efforts to obtain Consent with respect to such Contracts or Permits as soon as possible, but Sellers shall not in any event, have any requirement to pay any amount to any third party to obtain such Consent.