No Agreement to Assign Sample Clauses

No Agreement to Assign. This Agreement will not constitute an agreement to assign any Assumed Contract if an attempted assignment thereof, without the consent of a third party, would constitute a breach thereof or in any way materially adversely affect the respective rights of Buyer or Seller thereunder. If Seller has not obtained a consent or approval necessary for the assignment of any Assumed Contract, then Seller will use its commercially reasonable efforts to obtain that consent or approval after the Initial Closing, and, at Buyer's request, will cooperate in any reasonable arrangements requested by Buyer to provide Buyer the benefits of that Assumed Contract, subject to Buyer's performance of any obligations arising under that Assumed Contract. Nothing in this Section will require Buyer to enter into, or to accept as a substitute for performance by Seller under this Agreement, any arrangement that would impose any significant additional cost, expense or liability on Buyer, or that would deprive Buyer of any material benefits contemplated by this Agreement.
Sample 1
AutoNDA by SimpleDocs
No Agreement to Assign. This Agreement will not constitute an agreement to assign any Assumed Contract if an attempted assignment thereof, without the consent of a third party, would constitute a breach thereof or in any way materially adversely affect the respective rights of Parent, Acquisition Sub or Seller thereunder. If Seller has not obtained a consent or approval necessary for the assignment of any Assumed Contract, then Seller will use its commercially reasonable efforts to obtain that consent or approval after the Closing Date, and, at Parent’s or Acquisition Sub’s request, will cooperate in any reasonable arrangements requested by Parent or Acquisition Sub to provide Acquisition Sub the benefits of that Assumed Contract, subject to Acquisition Sub’s performance of any obligations arising under that Assumed Contract. Nothing in this Section 6.3 will require Parent or Acquisition Sub to enter into, or to accept as a substitute for performance by Seller under this Agreement, any arrangement that would impose any significant additional cost, expense or liability on Parent or Acquisition Sub, or that would deprive Parent or Acquisition Sub of any material benefits contemplated by this Agreement.
Sample 1

Related to No Agreement to Assign

  • Right to Assign Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):

  • No Agreements No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or Transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

  • Consent to Assignment Pursuant to Section 8 of the Agreement, AWLH hereby consents to (a) the transfer described in Recital B above of BFINA’s interest in the Partnership to AWSH and (b) the admission of AWSH as a substituted limited partner.

  • Agreement to Transfer The Transferor hereby agrees to Transfer to the Transferee, pursuant and subject to the terms and conditions set forth in the Agreement and the BCA Approval Order, the Commitment Percentage set forth beneath its signature in the signature page hereto (and Schedule 1 to the Agreement shall be deemed to have been revised in accordance with the Agreement).

  • No Agreement Until Executed Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

  • Exception to Assignments I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached hereto as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and not otherwise disclosed on Exhibit A.

  • No Assignment This Agreement is not assignable.

  • No Agreements with Grantor There are no agreements between the Financial Institution and the Grantor relating to a Collateral Account other than this Agreement, the Indenture and the other Transaction Documents.

  • No Assignment to Borrower No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

  • TERMINATION; NO ASSIGNMENT (a) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ written notice to the Advisor, and by the Advisor upon sixty (60) days’ written notice to the Fund. In the event of a termination, the Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees, transfer any and all books and records of the Fund maintained by the Advisor on behalf of the Fund.

Time is Money Join Law Insider Premium to draft better contracts faster.