Assignment of Contract Rights. If any contract, license, lease, commitment, or sales or purchase order assignable to Buyer under this Agreement may not be assigned without the consent of the other party thereto, Seller shall obtain, prior to Closing, the consent of the other party to the assignment.
Assignment of Contract Rights. (a) This Agreement is assignable by a Party without the consent of the other Party only (i) in a merger, consolidation, amalgamation, or similar transaction of a Party with another Entity that results in a Change in Control of such Party, to such other Entity, subject to the terms set forth in Section 14.4 below (it being agreed that the acquisition of the capital stock of a Party by an Entity that results in a Change in Control shall be deemed not to be an assignment that is subject to this Section 14.1 but shall be subject to Section 14.4), (ii) in a merger, consolidation, amalgamation, or similar transaction of such Party with another Entity that does not constitute or result in a Change in Control, to such other Entity, (iii) by Qualcomm as expressly permitted or required under Section 14.3, or (iv) to a Parent Holding Company solely as permitted in Section 14.1(b) (provided that, for the avoidance of doubt, such transaction does not constitute, involve or result in a Change in Control); in each case, provided that the assignee agrees in writing prior to such assignment to be bound by the terms and conditions of this Agreement. Except as provided in the preceding sentence, neither Party may assign any rights under this Agreement, or delegate any obligations under this Agreement, to any other Person (including any of its Subsidiaries or Affiliates or any Third Party) without the express prior written consent of the other Party, which the other Party may grant or deny in its sole and absolute discretion. Any attempted or purported assignment or delegation that requires consent of the other Party and is made without such consent will be null and void. Subject to the foregoing, any permitted assignment under this Section 14.1(a) will be binding upon and inure to the benefit of the Parties and their permitted successors or assigns. Notwithstanding any assignment hereunder, the assigning Party shall remain liable for all payment obligations hereunder.
(b) If a Party creates a Parent Holding Company of such Party, such Party shall promptly either (x) assign this Agreement to such Parent Holding Company, which assignment will not require the consent of the other Party, or (y) prior to the consummation of the transaction or series of related transactions creating such Parent Holding Company, cause the Entity that will become such Parent Holding Company to agree in writing (which agreement will not require the consent of the other Party) that (1) if such Entity ...
Assignment of Contract Rights. In connection with the sale and transfer of the Purchased Assets and on the terms and subject to the conditions herein expressed, Seller will assign, or cause to be assigned, to Buyer all of Seller's rights, title and interest in and to all contracts, leases and other agreements to be assumed by Buyer hereunder, and all guaranties, warranties and service contracts relating to the Purchased Assets.
Assignment of Contract Rights. KH Partners and the Keystone Entities shall use reasonable efforts (best efforts in the case of the four branch leases previously identified to KH Partners) to obtain any consents, waivers or revisions necessary to allow the WM Entities to accede to all of the rights of each Keystone Entity and each Keystone Entity Subsidiary under all existing real property and personal property leases, licenses and other contracts, including without limitation loan servicing contracts, which WMI wishes to have continue in effect after the Effective Time, without incurring substantial costs in connection therewith. The WM Entities will reasonably cooperate with KH Partners and the Keystone Entities in obtaining such consents, waivers and revisions, it being understood that the obligation to use reasonable efforts to obtain such consents, waivers and revisions shall nevertheless be the obligation of KH Partners and the Keystone Entities.
Assignment of Contract Rights. Two counterpart originals of the Assignment of Contract Rights duly executed by Buyer.
Assignment of Contract Rights. In connection with the sale and transfer of the Purchased Assets and on the terms and subject to the conditions herein expressed, JMS will assign, or cause to be assigned, to Buyer all of JMS’ rights, title and interest in and to all contracts, leases and other agreements to be assumed by Buyer hereunder, and all guaranties, warranties and service contracts relating to the Purchased Assets.
Assignment of Contract Rights. (a) Buyer will not assume any liabilities, contracts, licenses, leases, commitments, or sales or purchase orders of Seller except as shown on Exhibit 4(a) and specifically agreed to by Buyer, as evidenced by Buyer’s signature on said Exhibit 4(a) (Contract Rights).
(b) If any Contract Rights accepted by Buyer under this Agreement may not be assigned without the consent of the other party thereto, Seller will use their best efforts to obtain the consent of the other party to the assignment. If any such consent cannot be obtained, the Purchase Price under this Agreement shall be adjusted downward by the amount allocated to the affected Contract Rights in Exhibit 4(a).
(c) In addition to the above, the Buyer must be able to have the lease dated August 15, 1997 between Xxxxxxxx X. Xxxxx and Xxxxx Xxxxx (hereinafter Lease) assigned to it on terms that are acceptable to Buyer in its sole and absolute discretion as a condition precedent to the obligation to Closing. Notwithstanding the above, Buyer will have at least 16 years on the Lease post closing.
(d) Seller will cooperate with Buyer in obtaining the consents and modifications of the Agreement described in this Section 4 accepted by the Buyer, including the Lease.
Assignment of Contract Rights. Arcada shall use its reasonable efforts to obtain any consents, waivers or revisions necessary to allow UStel to accede to all of the rights of Arcada under any existing real property leases and all material personal property leases, licenses and other contracts, which UStel wishes to have continue in effect after the Effective Time, without incurring substantial costs in connection therewith. UStel will offer its reasonable cooperation with Arcada in obtaining such consents, waivers and revisions, it being understood that the obligation to obtain such consents, waivers and revisions shall nevertheless be the obligation of Arcada.
Assignment of Contract Rights. Upon Buyer’s written request at or after the Closing, to the extent assignable, and to the extent Seller can do so without waiving any of its rights or remedies, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any claims, warranties and other rights and remedies of Seller pursuant to the Existing PSA as it relates to the Property and shall reasonably cooperate with Buyer, at no cost or liability to Seller, to enforce any such contract rights and remedies against Owner or any other rights afforded to Seller at law or in equity pursuant to and in accordance with the terms and conditions of the Existing PSA and applicable laws. Notwithstanding the foregoing assignment, Seller may also retain the right to enforce any such claims, warranties and other rights and remedies of Seller pursuant to the Existing PSA, provided that Seller notify Buyer in advance of any such enforcement action that Seller intends to take against Owner and shall reasonably cooperate with Buyer at Buyer’s request in connection with any such enforcement action taken by Seller against Owner to the extent that Buyer has or may incur any cost, liability or damages as a result of the matters to be addressed in such enforcement action. The covenants and agreements set forth in this Section 5.2 shall survive the Closing.
Assignment of Contract Rights. The leases and easements respecting the Army Corp Property as referred to in paragraph 4(b) hereinabove shall, at the time requested by the LLC, be assigned to the LLC in accordance with paragraph 4 above, subject to the consent of the Army Corp of Engineers. In
