Assignment on Further Transfer Clause Samples

Assignment on Further Transfer. Purchaser and NLSI hereby covenant jointly and severally that any authorized assignment or further transfer of the Business and Purchased Assets, or any part thereof, shall be made only to a party with the ability to conduct legally, with all required authorizations and licenses, such activities related to the Business and the Purchased Assets and shall indemnify Parent and Seller from any loss either may suffer as a result of a breach of this undertaking. Seller acknowledges that: (a) as of the Closing Date, Purchaser has entered into a financing arrangement with a lender for the purchase of the Business and Purchased Assets whereby the rights, title and interest of the Purchaser in certain of the Purchased Assets have been assigned to a collateral agent (as trustee for itself and the lender) as security for Purchaser’s obligations under the financing arrangement; and (b) this financing arrangement shall not constitute a breach of this Section 6.23; provided, however, that should Parent or Seller suffer any loss as a result of the financing arrangement and security referenced above, Purchaser and NLSI shall indemnify Parent and Seller for such loss.