Equitable Assignment. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer, as contemplated hereunder, of any Purchased Assets is prohibited by any applicable Laws or would require any governmental or third party Permits, including the Permits listed in Section 6.3 of the Disclosure Letter, and such Permits shall not have been obtained prior to the Closing (such Permits, collectively, "Delayed Consents"), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing the Parties shall use commercially reasonable efforts and shall cooperate with each other, to obtain promptly the Delayed Consents; provided that all reasonable out-of-pocket expenses of such cooperation and related actions shall be paid by Buyer. Pending receipt of the Delayed Consents or if such Delayed Consents are not obtained, the Parties shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer from and after the Closing, the rights and benefits of, and entitlements to exercise the Company's rights under, and effectively causing the Buyer to assume all Assumed Liabilities with respect to, such Purchased Assets and operations of the Business as if such assets and operations had been transferred by the Company to Buyer at Closing and any Liabilities associated with the arrangements specifically established by Buyer and the Company pursuant to this Section 8.6. Once any Delayed Consent is obtained, the Company shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Assets and operations of the Business to Buyer at Buyer's expense with Buyer responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closing; provided that no additional consideration shall be paid by Buyer to the Company for such relevant Purchased Assets.
Equitable Assignment. To the extent the deliverables contemplated by Section 13 are third party consents or waivers which are required to be obtained under applicable law or the terms of a governing agreement in order to effect the transactions hereunder with respect to an applicable Property, but such consents or waivers have not been obtained at Closing, if the parties are otherwise required to close under the terms of Section 5, then the parties shall close the transactions hereunder but with respect to such outstanding deliverables, the parties shall continue to seek to obtain such consent or waiver, and until such time as it is obtained, the parties shall not transfer the Property in breach of the applicable restrictions and instead shall enter into an equitable arrangement providing the purchasers the benefits and risks of ownership with respect to the Property for which the consent or waiver has not been obtained.
Equitable Assignment. (i) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser or the Local Purchasers, as required hereunder, of any Assets is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall occur notwithstanding the foregoing (unless Purchaser shall in good faith determine that the inability to sell, assign, transfer, convey or deliver any of such Assets would be reasonably likely to have a Material Adverse Effect on the Business), without any adjustment to the Purchase Price and this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery thereof.
Equitable Assignment. 47 17.16 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Equitable Assignment. Assignment by the Sellers to the Issuer of the benefit of the Purchased Receivables derived from Financing Contracts governed by the laws of England and Wales will take effect in equity only because no notice of the assignment will be given to Obligors. In addition the previous sale by VWFS to Dunyard took effect in equity only. The giving of notice to the Obligor of VWFS' assignment (whether directly or indirectly) to the Issuer would have the following consequences:
Equitable Assignment. The sale of the Hire Purchase Receivables by the Originator from time to time under the Purchase Agreement will be a “true sale” by way of an equitable absolute assignment for legal purposes. The Originator will represent and warrant that each sale of Hire Purchase Receivables will be a valid equitable assignment from the Originator to the Issuer of all of the Originator’s rights, title and interest therein and in the proceeds thereof. Since the sale of the Hire Purchase Receivables is to be by way of an equitable absolute assignment, no notification will be required to be given by the Originator to the hirers. However, upon the occurrence of an Event of Default in relation to the Notes or certain Termination Events (as described below (“Notification Events”)), the Notes Trustee, acting on behalf of the Originator, will be required to give written notice to the hirers of the sale of the Hire Purchase Receivables to the Issuer. Such notification will create an absolute and perfected legal assignment. Notification Events These events shall include:
Equitable Assignment. (i) Notwithstanding anything to the contrary contained in this Agreement, (A) to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser or its designee, as required hereunder, of any Non-U.S. Assets is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, or (B) to the extent that Purchaser, following its reasonable best efforts to do so, is unable to establish prior to the Closing benefit arrangements for Non-U.S. Employees in a particular country or jurisdiction to replace the benefit arrangements maintained by Sellers with respect to such Non-U.S. Employees, and Sellers and Purchaser agree that, providing that Purchaser continues to use its reasonable best efforts to establish such arrangements following the Closing, the transfer of Non-U.S. Assets with respect to the Business employing such Non-U.S. Employees should be delayed until such benefit arrangements have been put in place, the Closing shall occur without any adjustment to the Purchase Price and this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, of that portion of such Non-U.S. Assets. Non-U.S. Assets and Non-U.S. Liabilities held by Seller and the Local Sellers for the benefit of Purchaser pursuant to this Section shall be included in the Final Statement of Net Operating Capital.
Equitable Assignment. To the extent that any of the Stations Assets are not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third party or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof
