No Assignment If Breach Sample Clauses

No Assignment If Breach. Notwithstanding anything to the contrary set forth in this Agreement, this Agreement shall not constitute an agreement to assign any Asset, or assume any Assumed Liability, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a Third Party or failure of a right of first refusal or first offer notice period to expire, would constitute a breach or Default under any Contract or Encumbrance, would violate any Law, or would in any way materially and adversely affect the rights, or materially increase the obligations, of the Seller or either Buyer with respect thereto. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would materially and adversely affect the rights or increase the obligations of the Seller or either Buyer, with respect to any such agreement, Encumbrance or commitment, so that the applicable Buyer would not, in fact, receive all such rights, or assume the obligations, of the Seller with respect thereto as they exist prior to such attempted assignment or assumption, then the Seller and the applicable Buyer shall enter into reasonable cooperative arrangements as may be reasonably acceptable to the Buyer and the Seller (including sublease, agency, management, indemnity or payment arrangements and enforcement at the Seller’s sole cost and for the benefit of the applicable Buyer of any and all rights of the Seller against an involved Third Party) under which the Buyer in question shall obtain, to the fullest extent practicable, the economic rights and benefits under any Asset or obligations with respect to any Assumed Liability with respect to which the Third Party consent or authorization has not been obtained in accordance with this Agreement. The Seller will use commercially reasonable efforts to provide for or impose upon the applicable Buyer the benefits of such Asset or the obligations of such Assumed Liability, as the case may be. If the Parties cannot agree on any such arrangement within a reasonable time, or any such arrangement would not be reasonably practicable, to provide the Buyer in question with materially all the benefits of such Asset or materially all the obligations of such Assumed Liability, as the case may be, then such Asset or Assumed Liability shall be excluded from the transactions contemplated under this Agreement and shall be deemed to be an Excluded Asset or an Excluded Liability, as the ...
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No Assignment If Breach. To the extent that Seller's rights under any of the Facilities Contracts to be transferred to Purchaser hereunder may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Purchaser and Seller shall cooperate and each use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Seller and Purchaser agree that if any consent to an assignment of any of the Facilities Contracts to be transferred hereunder shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights and obligations under the applicable Facilities Contracts so that Purchaser would not in effect acquire all such rights and obligations, Seller, to the maximum extent permitted by law and such Facilities Contracts, shall after the Closing appoint Purchaser to be Seller's representative and agent with respect to such Facilities Contracts, and Seller shall, to the maximum extent permitted by law and such Facilities Contracts, enter into such reasonable arrangements with Purchaser as are necessary to transfer to Purchaser the benefits and obligations of such Facilities Contracts. Seller and Purchaser shall cooperate and shall each use Commercially Reasonable Efforts after the Closing to obtain an assignment of such Facilities Contracts to Purchaser.
Sample 1Sample 2
No Assignment If Breach. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Asset, or assume any Assumed Liability, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a third party, would constitute a breach or default under any such Purchased Asset or Assumed Liability or would in any way adversely affect the rights, or increase the obligations, of Purchaser or Sellers with respect thereto. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would adversely affect the rights or increase the obligations of Sellers or Purchaser with respect to any such Purchased Asset or Assumed Liability, so that Purchaser would not, in fact, receive all such rights, or assume the obligations of Sellers, with respect thereto as they exist prior to such attempted assignment or assumption, then Sellers and Purchaser shall enter into such cooperative arrangements as may be reasonably acceptable to Purchaser and Sellers (including, without limitation, sublease, agency, partial closing, management, indemnity or payment arrangements and enforcement at the cost and for the benefit of Purchaser of any and all rights of Sellers against an involved third party) to provide to Purchaser the benefits of such Purchased Asset or to relieve Sellers from the obligations of such Assumed Liability, and any transfer or assignment to Purchaser by Sellers of any such Purchased Asset, or any assumption by Purchaser of any such Assumed Liability, which shall require such consent or authorization of a third party that is not obtained shall be made subject to such consent or authorization being obtained. If the parties cannot agree on any such arrangement, or any such arrangement would not be reasonably practicable, to provide Purchaser with substantially all the benefits of such Purchased Asset or substantially all the obligations of such Assumed Liability by the date indicated in Section 11.1(d) below and: (i) with regard to a Purchased Asset, the inability to reach agreement with respect to the Purchased Asset would result in a change, event or effect that is materially adverse to the business, financial condition or prospects of the Facilities taken as a whole, then Purchaser shall have the option of terminating this Agreement and such termination shall not be subject to Section 11.4 hereof; or ...
Sample 1
No Assignment If Breach. Notwithstanding anything ----------------------- contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any of the Assets, or to assume any Assumed Liabilities, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a third party, would constitute a breach or default under any lease, agreement, encumbrance or commitment or would in any way adversely affect the rights, or increase the obligations, of any party or any subsidiary with respect thereto or would otherwise affect the ability of Purchaser to receive the benefit of the Assets. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would adversely affect the rights or benefits or increase the obligations of Purchaser with respect to any such Assets, or Assumed Liabilities, as appropriate, then the parties shall enter into such reasonable cooperative arrangements (including without limitation, sublease, agency, partial closing, management, indemnity or payment arrangements and enforcement at the cost and for the benefit of Purchaser of any and all rights of the Sellers against an involved third party) to provide for Purchaser the benefit of such Assets or such Assumed Liabilities, any transfer or assignment to Purchaser by the Sellers or a subsidiary of the Sellers, of any such Assets, or any assumption by Purchaser of any such Assumed Liabilities, which shall require such consent or authorization or a third party that is not obtained, shall be made subject to such consent or authorization being obtained.
Sample 1
No Assignment If Breach. Notwithstanding anything herein to the contrary, this ARTICLE 2 shall not constitute an obligation to assign to the Partnership or the Company any claim, contract, lease, license, agreement, understanding, commitment, sales order or purchase order or any benefit arising thereunder or resulting therefrom included within the LLC Autodata Assets, LLC DealerTrack Assets, the ASC Assets, the LP Autodata Assets, or the LP DealerTrack Assets if an attempted assignment of the same, without the consent of a third party, would constitute a breach thereof. If any such consent or authorization is not obtained, so that the Company or the Partnership would not, in fact, receive all such rights, or assume the obligations, of the relevant Party with respect thereto as they exist prior to such attempted assignment or assumption, then the relevant Party and the Company or the Partnership, as the case may be, shall enter into such reasonable cooperative arrangements, at the expense of the relevant Party, as may be reasonably acceptable to such parties to provide for or pass through to the Company or the Partnership, as the case may be, the benefits of such contributed assets and to relieve the relevant Party from and pass through to the Company or the Partnership the obligations of the corresponding Assumed Liability. ARTICLE 3 CLOSINGS 3.1
Sample 1
No Assignment If Breach. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any of the Assets, or to assume any Assumed Liabilities, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a third party, would constitute a breach or default under any lease, agreement, encumbrance or commitment or would in any way adversely affect the rights, or increase the obligations, of any Party with respect thereto or would otherwise affect the ability of the Purchaser to receive the benefit of the Assets. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would adversely affect the rights or benefits or increase the obligations of Purchaser with respect to any such Assets or Assumed Liabilities, as appropriate, then the Parties shall enter into such reasonable cooperative arrangements (including without limitation sublease, agency, partial closing, management, indemnity or payment arrangements and enforcement at the cost and for the benefit of Purchaser of any and all rights of the Sellers against an involved third party) to provide the Parties with such benefits and obligations as most closely approximate those contemplated by this Agreement.
Sample 1
No Assignment If Breach. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any of the Assets, or to assume any Assumed Liabilities, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a third party, would constitute a breach or default under any lease, agreement, encumbrance or commitment or would in any way adversely affect the rights, or increase the obligations, of any party or any subsidiary with respect
Sample 1
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Related to No Assignment If Breach

  • No Assignment This Agreement may not be assigned by any Party hereto except with the prior written consent of the other Parties.

  • NO ASSIGNMENT WITHOUT PERMISSION Other than in connection with a sale of all or substantially all of its competitive electric supply business, Competitive Supplier shall not assign its rights and privileges under this Agreement without the prior written approval of the Town. Such approval may by denied at the reasonable discretion of the Town if it determines that the proposed assignee does not have at least the same financial ability, experience, and qualifications as the assigning Competitive Supplier. Notwithstanding the foregoing, the Town may not unreasonably withhold its consent to an assignment to an affiliated entity under common control or management with Competitive Supplier or Competitive Supplier’s corporate parent that has the financial ability, qualifications, and experience to fulfill all obligations of Competitive Supplier under this Agreement, and which agrees, in writing to be bound by the terms and conditions of this Agreement. By making any assignment under this Article, Competitive Supplier shall be deemed to have represented and warranted to the Town that the assignee possesses such financial ability, qualifications, and experience. The Town may assign this Agreement without the prior consent of Competitive Supplier provided that the proposed assignee has at least the same creditworthiness as the Town and such assignment would not in any way impair the rights and interests of Competitive Supplier under this Agreement. The rights and obligations created by this Agreement shall inure to the benefit of, and be binding upon, the successors and permitted assigns of, the respective Parties hereto.

  • 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. (b) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the Investment Company Act.

  • No Assignment or Delegation No party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the other party. Any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement.

  • No Assignment or Sublicense The Engineer may not assign or sublicense the rights granted by this article without the prior written consent of the State.

  • No Assignment Without Consent This Charter shall not be assigned by either party without mutual written consent.

  • No Assignments The rights and obligations under this Agreement shall not be assignable.

  • No Assignment of Claims Executive affirms and warrants that he has made no assignment of any right or interest in any claim which he may have against any of the Employer Released Parties.

  • No Assignment or Subletting Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be void.

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

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