Assignment of Contracts and Permits. Notwithstanding any other provision hereof or of the Merger Agreement, in connection with any Contract or any permit, approval, license or authorization issued by a Governmental Entity (a "Governmental Authorization") held by the Company which is to be transferred or assigned to Newco and which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the prior approval or consent of the issuer thereof or the other party or parties thereto (collectively "Non- Assignable Rights") the Company shall: (a) apply for and use all reasonable efforts to obtain all consents or approvals contemplated by the Contracts or Governmental Authorizations, in form and substance satisfactory to Newco; (b) cooperate with Newco in any reasonable and lawful arrangements designed to provide the benefits and burdens of such Non-Assignable Rights to Newco, including holding any such Non-Assignable Rights in trust for Newco or acting as agent for Newco; (c) enforce any rights of the Company arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto; (d) take all such actions and do, or cause to be done, all such things at the request of Newco as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of Newco; and (e) pay over to Newco all monies or other assets collected by or paid to the Company in respect of such Non-Assignable Rights. Newco shall reimburse the Company for all reasonably incurred payments, costs and expenses made, incurred or suffered in performing the Company's obligations as requested by Newco under this Section 4.6. If the Company is unable to lawfully provide the benefit of any Governmental Authorization to Newco, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Governmental Authorization to any other party.
Assignment of Contracts and Permits. A collateral assignment of all contracts, including, but not limited to, development contracts, operating agreements, licenses, insurance proceeds, management agreements, and other agreements and plans, specifications and permits affecting the Property from Borrower.
Assignment of Contracts and Permits. (a) First Stage Closing. Upon the terms and subject to the conditions of this Agreement, at and as of the First Stage Closing Date, Sellers shall assign and transfer to Buyers all of Sellers' right, title and interest in and to, and Buyers shall take assignment of all of the following (as to which FCC and State PUC Consents are not required or have been obtained): (a) all of the Contracts related to the Business (including, without limitation, the Network) to which one or more Sellers is a party, excluding Contracts that comprise Excluded Assets, but including all of the Contracts with customers of the Business ("First Stage Customer Contracts"), the Employment Agreements set forth on Schedule 3.8(a) to the extent the Business Employee under such an Employment Agreement executes and delivers to Buyers a Commitment Letter and becomes a Transferred Employee and all of the other Contracts listed on Schedule 2.2 (collectively, including the First Stage Customer Contracts, the "First Stage Purchased Contracts"), (b) all of the Permits of Sellers related to the Business, (including, without limitation, the Network) set forth on Schedule 2.2 which are transferable, excluding Permits that comprise Excluded Assets, but including the Permits listed on Schedule 2.2 (collectively, the "First Stage Purchased Permits"); and (c) the Communications Licenses of Sellers related to the Business (including, without limitation, the Network) that are transferable, excluding Communications Licenses that comprise Excluded Assets (collectively, the "First Stage Transferred Communications Licenses"). In addition, when and as the FCC and State PUC Consents (up to the last required FCC and PUC Consent) necessary to assign and transfer to Buyers all of Sellers' right, title and interest in and to all Contracts, Permits and Communications Licenses described in the preceding clauses (a), (b) and (c), respectively, are obtained, all such items shall be deemed so assigned and transferred to Buyers and to constitute "First Stage Purchased Contracts", "First Stage Purchased Permits" and "First Stage Transferred Communications Licenses", respectively, as of the date obtained.
Assignment of Contracts and Permits. An Assignment of Contracts and Permits, in form reasonably satisfactory to Buyer, conveying the Contracts and Permits to Buyer, together with the consent of all parties having a right to consent to such Assignment, however failure to obtain consent is not a default.
Assignment of Contracts and Permits. (a) Notwithstanding anything to the contrary herein, to the extent any of the Contracts pertain to real or personal property or hotel operations other than the Hotel, then any assignment, transfer or conveyance thereof shall be partial and shall serve to transfer and convey such Contracts only with respect to the Hotel.
(b) Seller shall, on or prior to the Closing Date, terminate (or cause to be terminated), without cost to Purchaser, each Contract (i) for which consent has not been obtained from the counterparty thereto if necessary for assignment from Seller to Purchaser on or prior to the Closing Date (to the extent consent is required), unless Purchaser nonetheless elects to take an assignment thereof; or (ii) that Purchaser has not expressly agreed to assume by written notice to Seller given on or prior to the expiration of the Due Diligence Period, and Seller shall pay all termination fees due in connection with such cancellation. At Closing, Seller shall deliver to Purchaser copies of all notices of termination sent by Seller with respect to any terminated Contracts.
Assignment of Contracts and Permits. To the extent assignable, Assignor hereby assigns and transfers to Assignee all of its rights and obligations, in, under and to all of the Contracts and Permits, without representation or warranty except as expressly set forth in the Agreement and subject to the terms of the Agreement, and delegates to Assignee all of its duties thereunder.
Assignment of Contracts and Permits. Subject to the terms and conditions of this Agreement, at and as of the Closing Date, the Imation Companies shall assign and transfer to Purchasers all of the Imation Companies' right, title and interest in and to, and Purchasers shall take assignment of, (i) all of the Contracts (including, without limitation, portions of customer contracts, purchase orders and other Contracts for the sale or provision by the Imation Companies of goods and/or services) to which any Imation Company is a party which relate solely to the Business and which are assignable and (ii) all of the Permits of the Imation Companies which relate solely to the Business and which are transferable, including the following:
Assignment of Contracts and Permits eCalton shall assign to Buyer, and Buyer shall assume, as of the Closing, all of the rights and obligations of eCalton under the Contracts and the Permits.
Assignment of Contracts and Permits. 20- (a) EXCLUDED ASSETS . . . . . . . . . . . . . . . . . . . . -23- 2.3 ASSUMED OBLIGATIONS . . . . . . . . . . . . . . . . . . -25- 2.4
Assignment of Contracts and Permits. (a) Subject to the terms and conditions of this Agreement, at and as of the Closing, U.S. Seller shall assign and transfer to U.S. Purchaser all of U.S. Seller's right, title and interest in and to, and U.S. Purchaser shall take assignment of, (i) all of the Contracts to which U.S. Seller is a party and which relate to, in whole or in part, other Assets or which are used in or held for use in, or which relate to, in whole or in part, the Business and (ii) all of the Permits of U.S. Seller which relate to, in whole or in part, other Assets or which are used or held for use in, or relate to, in whole or in part, the Business and which are transferable, including the following:
(i) REAL PROPERTY LEASES. The leases to or by U.S. Seller of real property set forth on SCHEDULE 2.2(A)(I) (collectively, the "U.S. REAL PROPERTY LEASES");
(ii) PERSONAL PROPERTY LEASES. All leases to or by U.S. Seller of personal property that relates to, in whole or in part, other Assets or are used or held for use in, or relate to, in whole or in part, the Business (collectively, the "U.S. PERSONAL PROPERTY LEASES"), including the U.S. Personal Property Leases set forth on SCHEDULE 2.2(A)(II);
