Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer (provided, that this Section 2.07 shall not affect whether any asset, property or right shall, once any required consent or waiver is obtained, be deemed to be a Acquired Asset for any other purpose under this Agreement) or for Buyer or any of its Affiliates and their respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, as applicable, without the consent or waiver of a third party or is cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver shall have been obtained (collectively, the “Non-Assignable Assets”).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cortendo AB), Asset Purchase Agreement (Cortendo AB)

AutoNDA by SimpleDocs

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the transactions Transactions contemplated hereby shall will be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer (provided, that this Section 2.07 shall 1.6(a) will not affect whether any asset, property or right shallwill, once any required consent or waiver is obtained, be deemed to be a Acquired Purchased Asset for any other purpose under this Agreement) or for Buyer or any of and its Affiliates and their respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver shall have has been obtained (collectively, the “Non-Assignable Assets”).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Synacor, Inc.), Asset Purchase Agreement (Synacor, Inc.)

Non-Assignable Assets. (a) Nothing in Neither this Agreement nor the consummation of the transactions Transactions contemplated hereby shall will be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer or any of its Subsidiaries (provided, that this Section 2.07 shall 1.6(a) will not affect whether any asset, property or right shallwill, once any required consent or waiver is obtained, be deemed to be a Acquired Purchased Asset for any other purpose under this Agreement) or for Buyer or any of its Affiliates and their respective successors and assigns to assume any Assumed Liability which in each case by its terms or by Law is not transferable or assignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver shall have has been obtained (collectively, the “Non-Assignable Assets”). In no case shall “Non-Assignable Assets” include the Business Social Media Accounts.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Helios & Matheson Analytics Inc.)

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the transactions Transactions contemplated hereby shall be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer or any of its Subsidiaries (provided, that this Section 2.07 1.6(a) shall not affect whether any asset, property or right shall, once any required consent or waiver is obtained, shall be deemed to be a Acquired Transferred Asset for any other purpose under this Agreement, including for purposes of Article 4) or for Buyer or any of its Affiliates Subsidiaries and their respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, as applicable, without the consent or waiver of a third party or is cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver shall have been obtained (collectively, the “Non-Assignable Assets”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Device Technology Inc)

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the transactions Transactions contemplated hereby shall be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer Acquisition Sub (provided, that this Section 2.07 2.6(a) shall not affect whether any asset, property or right shall, once any required consent or waiver is obtained, shall be deemed to be a an Acquired Asset for any other purpose under this Agreement) or for Buyer or any of Acquisition Sub and its Affiliates and their respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignablenonassignable, as applicable, without the consent or waiver of a third party or is cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver shall have been obtained (collectively, the “Non-Assignable Assets”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Solarcity Corp)

AutoNDA by SimpleDocs

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the transactions Transactions contemplated hereby shall will be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer Subsidiary (provided, that this Section 2.07 shall 1.6(a) will not affect whether any asset, property or right shallwill, once any required consent or waiver is obtained, be deemed to be a Acquired Purchased Asset for any other purpose under this Agreement) or for Buyer or any of Subsidiary and its Affiliates and their respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver shall have has been obtained (collectively, the “Non-Assignable Assets”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Synacor, Inc.)

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the transactions Transactions contemplated hereby shall be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right Acquired Asset to Buyer or its designees (provided, that this Section 2.07 2.5(a) shall not affect whether any asset, property or right shall, once any required consent or waiver is obtained, shall be deemed to be a an Acquired Asset for any other purpose under this Agreement) ), or for Buyer or any of its Affiliates and their respective successors and assigns designees to assume any Assumed Liability Liability, in each case which by its terms or by Law is not transferable or non-assignable, as applicable, without the consent or waiver of a third party (including any Governmental Authority) or is cancelable cancellable by a third party in the event of such a transfer or assignment without the consent or waiver of such third partyparty (including any Governmental Authority), in each case unless and until such consent or waiver shall have been obtained (collectively, the “Non-Assignable Assets”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Andersons, Inc.)

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the transactions Transactions contemplated hereby shall be construed as an attempt or agreement to sell, transfer, assign, assign convey or deliver any asset, property Acquired Asset to Buyers or right to Buyer any of their Subsidiaries (provided, provided that this Section 2.07 2.6(a) shall not affect whether any asset, property or right shall, once any required consent or waiver is obtained, shall be deemed to be a an Acquired Asset for any other purpose under this Agreement) ), or for Buyer Buyers or any of its Affiliates and their respective successors and assigns Subsidiaries to assume any Assumed Liability Liability, in each case which by its terms or by Law is not transferable or assignablenonassignable, as applicable, without the consent or waiver of a third party (including any Governmental Authority) or is cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third partyparty (including any Governmental Authority), in each case unless and until such consent or waiver shall have been obtained (collectively, the “Non-Assignable Assets”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Netgear, Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!