Non-Assignability of Purchased Assets Sample Clauses

Non-Assignability of Purchased Assets. (a) Notwithstanding anything in this Agreement to the contrary, if and to the extent that the transfer or assignment from Seller or any of its Subsidiaries to Buyer of any Purchased Asset would be a violation of Applicable Law with respect to such Purchased Asset or otherwise materially and adversely affect the rights of Seller or its Subsidiaries or Buyer thereunder as a result of the failure to obtain any consent, approval, waiver or authorization required in connection with such transfer or assignment, then the transfer or assignment to Buyer of such Purchased Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or applicable consents, approvals, waivers or authorizations have been obtained. Notwithstanding the foregoing, for purposes of determining whether any liability or obligation is an Assumed Liability, any such Delayed Transfer Asset shall be deemed a Purchased Asset only as of and from the earlier of (i) the date that such Delayed Transfer Asset is actually transferred or assigned to Buyer and (ii) the date that a Sharing Arrangement is entered into by Buyer and Seller with respect to such Delayed Transfer Asset; provided that to the extent Buyer receives the use or benefit of a given Delayed Transfer Asset, it shall bear the burden of such Delayed Transfer Asset corresponding to such use or benefit. Seller and Buyer will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the applicable third party for the assignment or transfer of the Delayed Transfer Assets. (b) If the transfer or assignment of any Purchased Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of Section 2.05(a), then Seller or its Subsidiary shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for the use and benefit of Buyer (at the expense of Buyer) insofar as reasonably practicable. In addition, to the extent not prohibited, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer (including entry into such cooperative arrangements as may be reasonably acceptable to Buyer and Seller, including sublease, agency, management, indemnity or payment arrangements (a “Sharing Arrangement”)) in order to place Buyer, insofar as reasonably prac...
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Non-Assignability of Purchased Assets. To the extent that any assets which would otherwise be an Asset, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without any approval, consent, license, permit, order, ratification, waiver or authorization ("Consent") of any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity or Governmental Entity ("Person") other than the Buyer or the Seller Parties, and such Consent of such Person is not obtained prior to the Closing or if such sale, conveyance, assignment, transfer or delivery would constitute a breach or termination right thereof or violation of any Governmental Rule or Governmental Order, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof. Any such assets shall be "Non-Transferable Assets". The parties will cooperate, at the Seller Parties' expense, to effect a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations with respect to any such Non-Transferable Asset in accordance with this Agreement. Buyer and Seller Parties will use their commercially reasonable efforts to obtain any such Consents that Buyer deems necessary as promptly as practicable; provided, however, that the Seller Parties shall bear the cost of all reasonable fees and expenses required to be paid in connection with obtaining all such Consents following reasonable advance notice thereof. As soon as practicable after such Consents have been received, or are no longer required, Seller shall sell, convey, assign, transfer or deliver such Non-Transferable Assets to Buyer for no additional consideration.
Sample 1

Related to Non-Assignability of Purchased Assets

  • Non-Assignability This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 11. Without limiting the foregoing, the Executive's right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by his will or trust or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this paragraph the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

  • Non-Assignability of Option The Option shall not be given, granted, sold, exchanged, transferred, pledged, assigned or ­otherwise encumbered or disposed of by Optionee, excepting by Will or the laws of descent and distribution, and, during the lifetime of Optionee, shall not be exercisable by any other person, but only by Optionee.

  • Assignability This Agreement shall not be assigned by either party without the prior written consent of the other.

  • Binding Effect; Assignability This Agreement shall be binding upon and inure to the benefit of the Buyer and the Seller and their respective successors and permitted assigns. The Seller may not assign any of its rights hereunder or any interest herein without the prior written consent of the Buyer, except as provided in Section 3.11 or as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.

  • Successors and Assigns; Assignment of Purchase Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in its sole discretion. This Agreement may be assigned, pledged or hypothecated by the Purchaser in whole or in part, and with respect to one or more of the Mortgage Loans, without the consent of the Seller. There shall be no limitation on the number of assignments or transfers allowable by the Purchaser with respect to the Mortgage Loans and this Agreement. In the event the Purchaser assigns this Agreement, and the assignee assumes any of the Purchaser's obligations hereunder, the Seller acknowledges and agrees to look solely to such assignee, and not to the Purchaser, for performance of the obligations so assumed and the Purchaser shall be relieved from any liability to the Seller with respect thereto.

  • Assignability; Binding Effect This Agreement is not assignable by any Party without the prior written consent of the other Parties and any attempt to assign this Agreement without such consent shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

  • Assignability and Binding Effect This Agreement shall inure to the benefit of and shall be binding upon the heirs, executors, administrators, successors and legal representatives of the Executive, and shall inure to the benefit of and be binding upon the Corporation and its successors and assigns. The Executive may not assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any of his rights or obligations hereunder, and any such attempted delegation or disposition shall be null and void and without effect.

  • Assignability; Binding Nature This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

  • Nonassignability Neither this Agreement nor any right or interest hereunder shall be assignable by the Executive, his beneficiaries, dependents or legal representatives without the Company’s prior written consent; provided, however, that nothing in this Section 7.10 shall preclude (a) the Executive from designating a beneficiary to receive any benefit payable hereunder upon his death or (b) the executors, administrators or other legal representatives of the Executive or his estate from assigning any rights hereunder to the Person(s) entitled thereto.

  • Binding Effect; Survival This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under the Employee. The provisions of Section 5 shall survive the lapse of the Forfeiture Restrictions without forfeiture.

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