Certain Assignments. Any other provision of this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to transfer or assign, or a transfer or assignment of, any claim, contract, lease, Permit, Environmental Permit, commitment, or sales order, or any liability or benefit arising thereunder or resulting therefrom, if an attempt at transfer or assignment thereof without the consent required or necessary for such assignment would constitute a breach thereof or in any way adversely affect the rights of Purchaser or Seller thereunder. If such a consent or agreement to transfer or assign is not obtained for any reason, Purchaser and Seller shall cooperate in any arrangement Purchaser may reasonably request to provide for Purchaser the benefits under such claim, contract, lease, Permit, Environmental Permit, commitment or order.
Certain Assignments. Any other provision of this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to transfer or assign, or a transfer or assignment of, any claim, contract, lease, Permit, Environmental Permit, commitment, sales order or purchase order, or any benefit arising thereunder or resulting therefrom, if an attempt at transfer or assignment thereof without the consent required or necessary for such assignment, would constitute a breach thereof or in any way adversely affect the rights of Purchaser or one of the Selling Entities thereunder. If (w) any required consent to the transfer or assignment to Purchaser of any claim, contract, lease, Permit, Environmental Permit, commitment, sales order or purchase order is not obtained, (x) an attempted transfer or assignment would be ineffective or would adversely affect the rights of Purchaser or one of the Selling Entities thereunder so that Purchaser would not receive substantially all of such rights, (y) a contract is assigned to Purchaser pursuant to the provisions hereof and the other contracting party thereafter raises objections to the assignment and refuses to allow Purchaser to perform the contract on the terms therein provided, or threatens to terminate the contract or xxx for damages, or (z) a surety company issuing a bond to one of the Selling Entities objects to the completion of a sales order or contract included among the Purchased Assets by Purchaser, Purchaser and Sellers shall cooperate in any arrangement Purchaser may reasonably request to provide for Purchaser the benefits under such claim, contract, lease, Permit, Environmental Permit, commitment or order. Cooperation may include, without limitation, and at Purchaser's request shall include, an arrangement (a so-called "Seconding Arrangement"), to be entered into between Purchaser and one of the Selling Entities pursuant to which such Selling Entity shall nominally perform an order or contract, Purchaser shall retain the economic benefits or detriments of the order or contract and such the Selling Entity shall perform the order or contract with employees lent to such Selling Entity by Purchaser (which employees shall be treated as employees of such Selling Entity during the period of performance) and with inventory, equipment and supplies of Purchaser necessary to complete the order or contract transferred from Purchaser to such Selling Entity as required.
Certain Assignments. Assignments of the Assumed Contracts shall have been received to BRG's reasonable satisfaction.
Certain Assignments. 21 d. Absence of Adverse Changes................................ 21 e.
Certain Assignments. Seller and Purchaser shall use their ------------------- respective reasonable best efforts to obtain third-party acceptance of assignments to Purchaser of each of the Assigned Contracts on terms no less favorable to Purchaser as currently exist with respect to Sellers.
Certain Assignments. Purchaser shall have received, on ------------------- material terms no less favorable to Purchaser than those now existing for Seller, assignments of the Assigned Contracts.
Certain Assignments. Seller and/or Summit, as applicable, shall deliver such assignments of In-Licensed Intellectual Property as are necessary to transfer the Assets.
Certain Assignments. (i) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank; provided, no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(ii) Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided, unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.
Certain Assignments. 31 9.4 Use of Trademarks: References to Seller . . . . . . . . . . . . . . . . . . . . . . . . . . 31 9.5
Certain Assignments. To the extent that CA's rights under any AI Asset (including any claim or right to any benefit arising thereunder or resulting therefrom), to be assigned to AI hereunder may not be assigned without the consent of another person which has not been obtained by CA prior to the date hereof, neither this Agreement nor any of the instruments of transfer, assignment or conveyance executed in connection herewith shall constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and CA and AI shall use all their respective reasonable efforts to obtain any such required consent as promptly as possible after the date hereof. If (i) any such consent has not been obtained or (ii) any attempted assignment would be ineffective or would impair AI's rights under the instrument in question so that AI would not in effect acquire the benefit of such rights, then CA, as may be appropriate, shall cooperate with AI in any reasonable manner to provide AI with the benefits of such instrument.
