Certain Provisions Regarding Assignments Sample Clauses

Certain Provisions Regarding Assignments. (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Contract or other Asset or any claim, right, benefit or obligation thereunder or resulting therefrom if (i) an assignment or transfer thereof, without the Consent of a third party thereto, would constitute a breach or violation thereof or would in any way adversely affect the rights (upon transfer) of the applicable Purchaser under such Contract or other Asset or result in the loss or cancellation thereof or require a payment thereunder by reason of the assignment or transfer thereof and (ii) such Consent is not obtained at or prior to the Closing (any such Contract or other Asset is to be referred to herein as a “Restricted Asset”) (it being understood that this Section 2.3(a) shall in no way limit any party’s obligations under Section 6.3(c)). (b) If the parties are not successful in obtaining a Consent at or prior to the Closing, then (i) the applicable Seller shall continue to keep the applicable Restricted Asset in effect in accordance with its terms and shall provide the applicable Purchaser with the benefits of the Restricted Asset in question accruing after the Closing Date to the extent that such Seller may provide such benefits (A) in a manner not in violation of the terms of such Restricted Asset (subject to Section 2.3(d) below) and (B) without incurring any material expense or otherwise taking any material actions or measures (such as hiring additional employees) and (ii) if such Seller provides such benefits to such Purchaser, such Purchaser shall perform at its sole expense the obligations of such Seller to be performed after the Closing under the Restricted Asset in question. Once a Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Asset is obtained, the applicable Seller shall promptly assign, transfer and deliver such Restricted Asset to applicable Purchaser, and such Purchaser shall assume the obligations under such Restricted Asset that relate to the period from and after the date of assignment, transfer and delivery of such Restricted Asset to such Purchaser. The terms of this Section 2.3(b) shall not apply with respect to Shared Contracts, it being understood that the treatment of Shared Contracts is addressed in Section 2.3(c). (c) Prior to the Closing, each Seller shall use its reasonable efforts, and each Purchaser shall use its reasonable efforts to...
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Certain Provisions Regarding Assignments. Notwithstanding anything in this Agreement or any Seller Ancillary Agreement to the contrary, neither this Agreement nor any Seller Ancillary Agreement will constitute an agreement to assign or transfer any interest in any Assumed Contract or any claim or right arising thereunder if such assignment or transfer without the Consent of a third party would constitute a breach thereof or affect adversely the rights of Buyer thereunder, and any such transfer or assignment will be made subject to such Consent being obtained. In the event any such Consent is not obtained prior to Closing, Seller will continue to use commercially reasonable efforts to obtain any such Consent after Closing, and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer will receive the interest of Seller in the benefits under any such Assumed Contract, including performance by Seller as agent, provided that Buyer will undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such Consent had been obtained. Nothing in this Section 2.4 will be deemed a waiver by Buyer of its right to receive prior to or at Closing an effective assignment of all of the Acquired Assets, nor will this Section 2.4 be deemed to constitute an agreement to exclude from the Acquired Assets any assets described under Section 2.1.
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Certain Provisions Regarding Assignments. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign the Assigned Contract referenced in Schedule 1.7 if an attempted assignment thereof, without the consent of a third party, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such Assigned Contract, or would in any way adversely affect the rights of Seller or, upon transfer, Buyer under such Assigned Contract. If any transfer or assignment by Seller to, or any assumption by Buyer of, any interest in, or Liability under, the Assigned Contract referenced in Schedule 1.7 requires the consent of a third party, then such assignment or assumption shall be made subject to such consent being obtained. If such consent is not obtained prior to the Closing, Seller and Buyer shall use commercially reasonable efforts to cooperate (at their own expense) to ensure that Buyer shall, following the Closing, obtain the economic and other (i) benefits and (ii) obligations under the Assigned Contract referenced on Schedule 1.7 with respect to which the consent has not been obtained. The parties acknowledge that this Section 1.7 does not in any way modify the provisions of Sections 6.5, 6.14, and 7.2(f).
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Certain Provisions Regarding Assignments. 24 2.4 Excluded Assets.................................................................... 25
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Certain Provisions Regarding Assignments. (i) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment or transfer thereof, without the consent of a third party thereto, would constitute a breach or violation thereof or impose any obligation or liability on CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and/or Caterpillar and such a consent is not obtained at or prior to the Closing, in which case the provisions of Section 6(d)(ii) shall apply. (ii) If a consent is required by any third party to any contract that is intended to be an Acquired Asset and is not obtained at or before the Closing or if an attempted transfer, conveyance or assignment is ineffective, the Parties shall cooperate in any commercially reasonable arrangement that provides to Buyer the benefits under, and imposes on Buyer the obligations and liabilities under, such contract.
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Related to Certain Provisions Regarding Assignments

  • General Provisions Regarding Payments (a) All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, recoupment, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than (x) 12:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans that are Base Rate Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, in Dollars and otherwise in the manner set forth in clause (a) of this Section 2.16. (g) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the next succeeding Business Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full. (h) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 9.2 of the Second Amended and Restated Pledge and Security Agreement and the analogous sections of any other Collateral Documents.

  • Benefit of Agreement Assignments Participations (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that (i) no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document without the prior written consent of the Lenders, (ii) although any Lender may grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Section 11.04(b)) and no participant shall constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Commitment Commission thereon (except (I) in connection with a waiver of applicability of any post-default increase in interest rates and (II) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (z) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Note (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Note) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (b) Notwithstanding the foregoing, any Lender (or any Lender together with one or more other Lenders) may:

Most Referenced Clauses

Most Referenced Definitions