Assignment of Certain Assets Sample Clauses

Assignment of Certain Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, convey, deliver or transfer any Specified Asset, or any claim, right or any benefit arising under or resulting from any of the Specified Assets, if any such attempted assignment, conveyance, delivery or transfer thereof, without the consent of a third-party (including any Governmental Authority), would constitute a breach or other contravention of any Purchased Contract or a violation of Applicable Law, and such consent has not been obtained by the Closing. The Sellers shall use their respective commercially reasonable efforts to obtain (at their sole cost and expense), as soon as reasonably practicable, any consent necessary for the assignment, conveyance, delivery or transfer of any such Specified Asset, claim, right or benefit to the Purchaser or its designee following the date hereof, and each NYDIG Party shall use its respective commercially reasonable efforts to cooperate with and assist the Sellers in furtherance of obtaining any such consents. Unless otherwise set forth herein if, as of the Closing, any such consent is not obtained, or if an attempted assignment, conveyance, delivery or transfer thereof would be ineffective, or constitute to breach or other contravention of any Contract or violation of Applicable Law, then, until such requisite consent is obtained therefor or the condition or circumstance that would have given rise to such ineffectiveness, breach, contravention or violation has been eliminated or otherwise cured, and the same is assigned, conveyed, delivered or transferred to the Purchaser or its designee, the Sellers shall cooperate with the Purchaser in a commercially reasonable arrangement (including pursuant to a reseller agreement, subcontracting agreement, sublease or other Contract) under which the Purchaser, or its designee, would, in compliance with Applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Specified Asset, claim, right or benefit (to the extent such obligations and burdens constitute Assumed Liabilities) in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Purchaser, or its designee, or under which the Sellers would enforce for the benefit of the Purchaser, or its designee, any and all of their rights against any third-party (including any Governmental
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Assignment of Certain Assets. At the Closing, subject to the terms and conditions set forth herein, Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, assume and receive from Sellers, all of Sellers’ right, title, benefit and interest in, to the Assigned Licenses and all of the assets, properties and rights of every kind and nature which relate to, or are used or held for use in connection with, the Assigned Licenses, including those assets set forth on Exhibit A (collectively, the “Assigned Assets”), free and clear of any Lien and in exchange for the consideration set forth in this ARTICLE 2. Exhibit A may amended by Purchaser following the Closing to add such additional Contracts relating to any of the Assigned Licenses set forth on Exhibit B (the “Optioned Contracts”). In the event that Purchaser amends Exhibit A to add the Optioned Contracts, references to the Assigned Assets under this Agreement shall be contrued as references to the Assigned Assets as of the date hereof together with the Optioned Contracts, and the representations and warranties of Sellers contained in Section 3.9 shall be true and correct in all respects on and as of the date Purchaser assumes such additional Optioned Contracts.
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Assignment of Certain Assets. Seller shall, or shall cause its Affiliates to, fully, irrevocably and forever assign to the Target Entities title to all Assets or all right, title and interest in or to leases or licenses of all Assets which are used in the business of the Target Entities, but to which Seller or such Affiliates hold or retain title.
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Assignment of Certain Assets. At or prior to the Closing (or, with respect to any interests that are identified after Closing or were omitted from any assignment made prior to Closing, as soon as reasonably practicable), Xxxxxx III Seller and Xxxxxx IV Seller, as applicable shall, and shall cause their respective Affiliates to, as applicable, use reasonable best efforts to execute and deliver to the applicable Xxxxxx Subject Company (or its Subsidiaries), as assignees, one or more assignments and bills of sale on a mutually agreed form causing such Person to assign all of its respective interest in and to any Contracts, Surface Rights and Rights of Way, Permits, Equipment or other Assets (but expressly excluding any Oil and Gas Properties, Business Employees, any Plan or any office equipment) that were, prior to the Seller Reorganization, used or held for use primarily in connection with the ownership and operation of the Oil and Gas Properties and are reasonably necessary for the continued operation of the Oil and Gas Properties, but were assigned, conveyed or retained by a Person other than a member of the applicable Xxxxxx Company.
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Assignment of Certain Assets. Effective as of 12:00 pm (Pacific Time) on October 25, 2007 (the “Effective Time”), Terawave hereby assigns, sells, conveys, transfers and sets over to Occam all of Terawave’s right, title, benefit, privileges, and interest in, to, and under the agreements identified in Exhibit A (the “Assigned Contracts”).
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Assignment of Certain Assets 
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Related to Assignment of Certain Assets

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Notification of Certain Matters The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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