Certain Other Assignment Matters Sample Clauses

Certain Other Assignment Matters. To the extent the assignment to Buyer of any Assumed Contract is not permitted by Applicable Law or is not permitted without the consent of another Person and, in the case of the Assumed Contracts that are the subject of Section 365 of the Bankruptcy Code and the Sale Order, or other related order(s) of the Bankruptcy Court, such restriction cannot be effectively overridden or cancelled by the Sale Order, or other related order(s) of the Bankruptcy Court, then this Agreement will not be deemed to constitute an assignment or attempted assignment of such Contract and the Closing shall proceed with respect to the remaining Assumed Contracts and Transferred Assets; provided, however (A) the Seller shall continue to use its commercially reasonable efforts to obtain any such consents and to assign such Assumed Contracts to the Buyer as promptly as possible, and (B) the Seller and the Buyer shall cooperate in an arrangement reasonably satisfactory to the Parties under which the Buyer will obtain, to the extent possible, all claims, rights, and benefits with respect to such Assumed Contract, and assume the corresponding obligations thereunder (including subcontracting, sub-licensing, or sub-leasing by the Seller to the Buyer) to the extent constituting an Assumed Liability hereunder, or under which the Seller will enforce for the benefit of the Buyer, with the Buyer assuming the Seller’s obligations thereunder to the extent constituting an Assumed Liability hereunder, any and all claims, rights, and benefits of the Seller against any third party thereto, provided, however, that Seller shall not be required to incur any Liabilities or provide any financial accommodation in order to obtain any such consents or affect such assignment, provided, further, that nothing in this Section 1.5 shall prohibit the Seller from ceasing operations or winding up its affairs after the Closing (but subject to Section 5.1 hereof), and the Buyer shall reimburse the Seller for any reasonable and documented out-of- pocket expenditures or obligation incurred by the Seller after the Closing related to assistance provided to the Buyer pursuant to this Section 1.5. The Seller will promptly pay to the Buyer all monies received by the Seller under any Transferred Asset or any claim, right, or benefit arising thereunder not transferred to the Buyer pursuant to this Section 1.5 and the Buyer will promptly pay to or reimburse the Seller for any amount paid by the Seller or its Affiliates or Liab...
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Related to Certain Other Assignment Matters

  • Other Assignments Except as otherwise expressly provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and permitted assigns of the parties. Neither party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.

  • No Other Assignment of Rents Borrower represents, warrants, covenants, and agrees that Xxxxxxxx has not signed any prior assignment of the Rents, will not make any further assignment of the Rents, and has not performed, and will not perform, any act that could prevent Lender from exercising its rights under this Security Instrument.

  • Non-Assignment of Agreement The Grantee may not assign, sublicense or otherwise transfer its rights, duties or obligations under this Agreement without the prior written consent of the Division, which shall not unreasonably be withheld. The agreement transferee must demonstrate compliance with the requirements of the project. If the Division approves a transfer of the Grantee’s obligations, the Grantee shall remain liable for all work performed and all expenses incurred in connection with this Agreement. In the event the Legislature transfers the rights, duties and obligations of the Division to another governmental entity, pursuant to Section 20.06, Florida Statutes or otherwise, the rights, duties and obligations under this Agreement shall be transferred to the succeeding governmental agency as if it was the original party to this Agreement.

  • Disclosure upon assignment and novation You hereby consent, in connection with any, or any proposed, novation, assignment, transfer or sale of any of our rights and/or obligations with respect to or in connection with your card account(s) and any facilities and services available in connection with the card to any novatee, assignee, transferee, purchaser or any other person participating or otherwise involved in such, or such proposed, transaction, to the disclosure, to any such person, by us, of any and all information relating to you, your card account(s) with us, this agreement and any security, guarantee and assurance provided to secure your obligations thereunder and any other information whatsoever which may be required in relation thereto.

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent.

  • Governing Law and Attornment This Agreement shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein and each Party submits to the exclusive jurisdiction of Alberta courts in any proceeding related to this Agreement.

  • Assignment of Agreement The following conditions must be satisfied in order to effectuate any assignment of this Agreement:

  • Consent to Collateral Assignment Subject to the provisions of this Section 9.05, Seller may (but is not obligated to) assign this Agreement as collateral to a Lender for any financing or refinancing of the Generating Facility, including a Sale-Leaseback Transaction or Equity Investment and, in connection therewith, Buyer shall in good faith work with Seller and Lender to agree upon a consent to a collateral assignment of this Agreement or to a Sale-Leaseback Transaction or Equity Investment, as applicable (“Collateral Assignment Agreement”). The Collateral Assignment Agreement shall be in form and substance reasonably agreed to by Xxxxx, Seller and Lender, and shall include, among others, the following provisions (together with such other commercially reasonable provisions required by any Lender that are reasonably acceptable to Buyer):

  • Assignment of Rights and Delegation of Duties This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. However, neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any provisions to the contrary, however, Covered Entity retains the right to assign or delegate any of its rights or obligations hereunder to any of its wholly owned subsidiaries, affiliates or successor companies. Assignments made in violation of this provision are null and void.

  • Assignment or Transfer of Agreement (a) The Subscriber shall not assign, transfer, sublicense or provide as collateral, or otherwise dispose of the right to receive the SORACOM Air Global Service or the SORACOM System (defined in Section 12.1) under the Agreement. However, only in the case that SORACOM Air Global Service channel is in “Ready” status in the SORACOM System, the Subscriber may assign the right to receive the SORACOM Air Global Service using such channel to third party who holds a SORACOM Account by prescribed operation via the SORACOM Console (defined below). In this case, such third party shall succeed to the status of the Subscriber under this Agreement (including the obligations of the Subscriber) and the Subscriber shall be jointly and severally liable for the obligations of such third party under the Agreement with such third party.

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