Non-Assignable Contracts. To the extent that any of the Purchased Assets (collectively, the “Rights” or individually, a “Right”) is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any agreement or any Laws, unless the approval, consent or waiver of such third Person is obtained and remedies such breach or violation, then except as expressly otherwise provided in this Agreement and without limiting the rights and remedies of the Buyer contained elsewhere in this Agreement, this Agreement shall not constitute an agreement to transfer such Rights unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Rights are transferred to the Buyer, the Sellers, respectively, shall, to the extent permitted by applicable Law, use commercially reasonable efforts to: (a) maintain their corporate existence and hold the Rights, as bare trustees and agents for the Buyer; (b) comply with the terms and provisions of the Rights, as bare trustees and agents for the Buyer, at the Buyer’s cost and for the Buyer’s benefit; (c) cooperate with the Buyer in any reasonable and lawful arrangements designed to provide the benefits of such Rights to the Buyer; and (d) enforce, at the request of the Buyer and at the expense and for the account of the Buyer, any rights of the Sellers arising from such Rights against any third Person, including the right to elect to terminate any such rights in accordance with the terms of such rights upon the written direction of the Buyer. In order that the full value of the Rights may be realized for the benefit of the Buyer, and provided, however, that the Sellers shall, to the extent reasonably required, have received the required level of cooperation from the Buyer in respect of the Sellers’ required performance of the covenants and obligations under the Rights, the Sellers shall, at the request and direction of the Buyer and at the Buyer’s expense, in the name of the Sellers or otherwise as the Buyer may specify, take all such action and do or cause to be done all such things as are, in the opinion of the Buyer acting reasonably, necessary or proper in order that the obligations of the Sellers under such Rights may be performed in such manner that the value of such Rights is preserved and enures to the benefit of the Buyer, and that any moneys due and payable and to become due and payable to the Sellers in and under the Rights are received by or for the benefit of the Buyer. The Sellers shall promptly pay to the Buyer all moneys collected by or paid to it in respect of every such Right net of the aggregate amount of any related out-of-pocket costs and expenses incurred by Sellers, which costs and expenses were for the Buyer’s account as herein prescribed.
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Non-Assignable Contracts. To the extent that any of the Purchased Assets (collectively, the “Rights” or individually, a “Right”) is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any agreement or any Laws, unless the approval, consent or waiver of such third Person is obtained and remedies such breach or violation, then except as expressly otherwise provided Anything in this Agreement and without limiting contained to the rights and remedies of the Buyer contained elsewhere contrary notwithstanding, nothing in this Agreement, this Agreement shall not constitute be construed as an agreement attempt to transfer such Rights unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Rights are transferred to the Buyer, the Sellers, respectively, shall, to the extent permitted by applicable Law, use commercially reasonable efforts to:
assign (a) maintain their corporate existence any contract or agreement that is at law non-assignable without the consent of the other party thereto and hold the Rightsas to which such consent shall not have been given, as bare trustees and agents for the Buyer;
or (b) comply with any contract or agreement as to which all the terms remedies for the enforcement thereof and provisions the rights thereunder enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the Rights, assignments provided for by this Agreement. Attached hereto as bare trustees and agents for the Buyer, at the Buyer’s cost and for the Buyer’s benefit;
(c) cooperate with the Buyer in any reasonable and lawful arrangements designed to provide the benefits SCHEDULE 3.2 is a list of all such Rights to the Buyer; and
(d) enforce, at the request of the Buyer and at the expense and for the account of the Buyer, any rights of the Sellers arising from such Rights against any third Person, including the right to elect to terminate any such rights in accordance with the terms of such rights upon the written direction of the Buyernon-assignable contracts. In order order, however, that the full value of every contract and agreement of the Rights character described in clauses (a) and (b) of the immediately preceding sentence and all claims and demands relating to such contracts and agreements may be realized for the benefit of the Buyerrealized, Seller hereby agrees with Buyer that it will, at its sole cost and provided, however, that the Sellers shall, to the extent reasonably required, have received the required level of cooperation from the Buyer in respect of the Sellers’ required performance of the covenants and obligations under the Rights, the Sellers shallexpense, at the request and under the direction of the Buyer and at the Buyer’s expense, in the name of the Sellers Seller or otherwise otherwise, as the Buyer may specifyshall specify and as shall be permitted by law, take all such action and do or cause to be done all such things as areshall be, in the opinion of the Buyer acting reasonablyBuyer, necessary or proper desirable (1) in order that the obligations rights and benefits of Seller under such contracts and agreements shall be preserved and (2) for, and to facilitate, the collection of the Sellers under such Rights may be performed in such manner that the value of such Rights is preserved and enures to the benefit of the Buyer, and that any moneys monies due and payable payable, and to become due and payable payable, to the Sellers Seller in and under every such contract and agreement, and Seller will hold the Rights are received by or same for the benefit of and will pay the same, when received, to Buyer. The Sellers shall promptly pay to the Buyer all moneys collected by or paid to it in respect of every such Right net of the aggregate amount of any related out-of-pocket costs and expenses incurred by Sellers, which costs and expenses were for the Buyer’s account as herein prescribed.
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Non-Assignable Contracts. To Anything in this ------------------------- Agreement contained to the extent that any of the Purchased Assets (collectivelycontrary notwithstanding, the “Rights” or individually, a “Right”) is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any agreement or any Laws, unless the approval, consent or waiver of such third Person is obtained and remedies such breach or violation, then except as expressly otherwise provided nothing in this Agreement and without limiting the rights and remedies of the Buyer contained elsewhere in this Agreement, this Agreement shall not constitute be construed as an agreement attempt to transfer such Rights unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Rights are transferred to the Buyer, the Sellers, respectively, shall, to the extent permitted by applicable Law, use commercially reasonable efforts to:
assign (a) maintain their corporate existence any contract or agreement that is at law non-assignable without the consent of the other party thereto and hold the Rightsas to which such consent shall not have been given, as bare trustees and agents for the Buyer;
or (b) comply with any contract or agreement as to which all the terms remedies for the enforcement thereof and provisions the rights thereunder enjoyed by the Selling Shareholders would not, as a matter of law, pass to Buyer as an incident of the Rights, as bare trustees and agents assignments provided for the Buyer, at the Buyer’s cost and for the Buyer’s benefit;
(c) cooperate with the Buyer in any reasonable and lawful arrangements designed to provide the benefits of such Rights to the Buyer; and
(d) enforce, at the request of the Buyer and at the expense and for the account of the Buyer, any rights of the Sellers arising from such Rights against any third Person, including the right to elect to terminate any such rights in accordance with the terms of such rights upon the written direction of the Buyerby this Agreement. In order order, however, that the full value of every contract and agreement of the Rights character described in clauses (a) and (b) of the immediately preceding sentence and all claims and demands relating to such contracts and agreements-may be realized for realized, the benefit of the BuyerSelling Shareholders hereby agree with Buyer that they will, at their sole cost and providedexpense, however, that the Sellers shall, to the extent reasonably required, have received the required level of cooperation from the Buyer in respect of the Sellers’ required performance of the covenants at ihe request and obligations under the Rights, the Sellers shall, at the request and direction of the Buyer and at the Buyer’s expense, in the name of the Sellers Selling Shareholders or otherwise otherwise, as the Buyer may specifyshall specify and as shall be permitted by law, take all such action and do or cause to be done all an such things as areshall be, in the opinion of the Buyer acting reasonablyBuyer, necessary or proper desirable (i) in order that the obligations rights and benefits of the Sellers Selling Shareholders under such Rights may contracts and agreements shall be performed in such manner that the value of such Rights is preserved and enures (ii) for, and to facilitate, the benefit collection of the Buyermonies, and that any moneys services or warranties due and payable payable, and to become due and payable payable, to the Sellers Selling Shareholders in and under every such contract and agreement, and the Rights are received by or Selling Shareholders will hold the same for the benefit of and will pay the same, when received, to Buyer. The Sellers shall promptly pay to the Buyer all moneys collected by or paid to it in respect of every such Right net of the aggregate amount of any related out-of-pocket costs and expenses incurred by Sellers, which costs and expenses were for the Buyer’s account as herein prescribed.
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Non-Assignable Contracts. To the extent that any of the Purchased Assets (collectively, the “Rights” or individually, a “Right”) is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any agreement or any Laws, unless the approval, consent or waiver of such third Person is obtained and remedies such breach or violation, then except as expressly otherwise provided Anything in this Agreement and without limiting contained to the rights and remedies of the Buyer contained elsewhere contrary notwithstanding, nothing in this Agreement, this Agreement shall not constitute be construed as an agreement attempt to transfer such Rights unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Rights are transferred to the Buyer, the Sellers, respectively, shall, to the extent permitted by applicable Law, use commercially reasonable efforts to:
assign (a) maintain their corporate existence any contract or agreement that is at law non-assignable without the consent of the other party thereto and hold the Rightsas to which such consent shall not have been given, as bare trustees and agents for the Buyer;
or (b) comply with any contract or agreement as to which all the terms remedies for the enforcement thereof and provisions the rights thereunder enjoyed by the Company would not, as a matter of law, pass to Buyer as an incident of the Rights, as bare trustees and agents assignments provided for the Buyer, at the Buyer’s cost and for the Buyer’s benefit;
(c) cooperate with the Buyer in any reasonable and lawful arrangements designed to provide the benefits of such Rights to the Buyer; and
(d) enforce, at the request of the Buyer and at the expense and for the account of the Buyer, any rights of the Sellers arising from such Rights against any third Person, including the right to elect to terminate any such rights in accordance with the terms of such rights upon the written direction of the Buyerby this Agreement. In order order, however, that the full value of every contract and agreement of the Rights character described in clauses (a) and (b) of the immediately preceding sentence and all claims and demands relating to such contracts and agreements may be realized for the benefit of the Buyer, and provided, however, that the Sellers shall, to the extent reasonably required, have received the required level of cooperation from the Buyer in respect of the Sellers’ required performance of the covenants and obligations under the Rightsrealized, the Sellers shallCompany hereby agrees with Buyer that it will, at its sole cost and expense, at the request and under the direction of the Buyer and at the Buyer’s expense, in the name of the Sellers Company or otherwise otherwise, as the Buyer may specifyshall reasonably specify and as shall be permitted by law, take all such action and do or cause to be done all such things as areshall be, in the reasonable opinion of the Buyer acting reasonablyBuyer, necessary or proper desirable (i) in order that the obligations rights and benefits of the Sellers Company under such Rights may contracts and agreements shall be performed in such manner that the value of such Rights is preserved and enures (ii) for, and to facilitate, the benefit collection of the Buyer, and that any moneys monies due and payable payable, and to become due and payable payable, to the Sellers Company in and under every such contract and agreement, and the Rights are received by or Company will hold the same for the benefit of and will pay the same, when received, to Buyer. The Sellers shall promptly pay to the Buyer all moneys collected by or paid to it in respect of every such Right net of the aggregate amount of any related out-of-pocket costs and expenses incurred by Sellers, which costs and expenses were for the Buyer’s account as herein prescribed.
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Samples: Asset Purchase Agreement (Us Home & Garden Trust I)
Non-Assignable Contracts. To the extent that any of the Purchased Assets (collectively, the “Rights” or individually, a “Right”) is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any agreement or any Laws, unless the approval, consent or waiver of such third Person is obtained and remedies such breach or violation, then except as expressly otherwise provided Anything in this Agreement and without limiting contained to the rights and remedies of the Buyer contained elsewhere contrary notwithstanding, nothing in this Agreement, this Agreement shall be construed as an attempt to assign (i) any contract or agreement that is at law non-assignable without the consent of the other party thereto and as to which such consent shall not constitute an have been given, or (ii) any contract or agreement as to transfer such Rights unless which all the remedies for the enforcement thereof and until such approval, consent or waiver has been obtained. After the Closing and until all such Rights are transferred to rights thereunder enjoyed by the Buyer, the Sellers, respectively, shall, to the extent permitted by applicable Law, use commercially reasonable efforts to:
(a) maintain their corporate existence and hold the RightsCompany would not, as bare trustees and agents for the Buyer;
(b) comply with the terms and provisions a matter of law, pass to Buyer as an incident of the Rights, as bare trustees and agents assignments provided for the Buyer, at the Buyer’s cost and for the Buyer’s benefit;
(c) cooperate with the Buyer in any reasonable and lawful arrangements designed to provide the benefits of such Rights to the Buyer; and
(d) enforce, at the request of the Buyer and at the expense and for the account of the Buyer, any rights of the Sellers arising from such Rights against any third Person, including the right to elect to terminate any such rights in accordance with the terms of such rights upon the written direction of the Buyerby this Agreement. In order order, however, that the full value of every contract and agreement of the Rights character described in clauses (i) and (ii) of the immediately preceding sentence and all claims and demands relating to such contracts and agreements may be realized for the benefit of the Buyer, and provided, however, that the Sellers shall, to the extent reasonably required, have received the required level of cooperation from the Buyer in respect of the Sellers’ required performance of the covenants and obligations under the Rightsrealized, the Sellers shallCompany hereby agrees with Buyer that it will, at its sole cost and expense, at the request and under the direction of the Buyer and at the Buyer’s expense, in the name of the Sellers Company or otherwise otherwise, as the Buyer may specifyshall specify and as shall be permitted by law, take all such action and do or cause to be done all such things as areshall be, in the opinion of the Buyer acting reasonablyBuyer, reasonably necessary or proper desirable (a) in order that the obligations rights and benefits of the Sellers Company under such Rights may contracts and agreements shall be performed in such manner that the value of such Rights is preserved and enures (b) for, and to facilitate, the benefit collection of the Buyer, and that any moneys monies due and payable payable, and to become due and payable payable, to the Sellers Company in and under every such contract and agreement, and the Rights are received by or Company will hold the same for the benefit of and will pay the same, when received, to Buyer. The Sellers shall promptly pay to the Buyer all moneys collected by or paid to it in respect of every such Right net of the aggregate amount of any related out-of-pocket costs and expenses incurred by Sellers, which costs and expenses were for the Buyer’s account as herein prescribed.
Appears in 1 contract
Non-Assignable Contracts. To the extent that any of the Purchased Assets (collectively, the “Rights” or individually, a “Right”) is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any agreement or any Laws, unless the approval, consent or waiver of such third Person is obtained and remedies such breach or violation, then except as expressly otherwise provided Anything in this Agreement and without limiting ------------------------ contained to the rights and remedies of the Buyer contained elsewhere contrary notwithstanding, nothing in this Agreement, this Agreement shall not constitute be construed as an agreement attempt to transfer such Rights unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Rights are transferred to the Buyer, the Sellers, respectively, shall, to the extent permitted by applicable Law, use commercially reasonable efforts to:
assign (a) maintain their corporate existence any contract or agreement that is at law non-assignable without the consent of the other party thereto and hold the Rightsas to which such consent shall not have been given, as bare trustees and agents for the Buyer;
or (b) comply with any contract or agreement as to which all the terms remedies for the enforcement thereof and provisions the rights thereunder enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the Rights, assignments provided for by this Agreement. Attached hereto as bare trustees and agents for the Buyer, at the Buyer’s cost and for the Buyer’s benefit;
(c) cooperate with the Buyer in any reasonable and lawful arrangements designed to provide the benefits Schedule 3.2 ------------ is a list of all such Rights to the Buyer; and
(d) enforce, at the request of the Buyer and at the expense and for the account of the Buyer, any rights of the Sellers arising from such Rights against any third Person, including the right to elect to terminate any such rights in accordance with the terms of such rights upon the written direction of the Buyernon-assignable contracts. In order order, however, that the full value of every contract and agreement of the Rights character described in clauses (a) and (b) of the immediately preceding sentence and all claims and demands relating to such contracts and agreements may be realized for the benefit of the Buyerrealized, Seller hereby agrees with Buyer that it will, at its sole cost and provided, however, that the Sellers shall, to the extent reasonably required, have received the required level of cooperation from the Buyer in respect of the Sellers’ required performance of the covenants and obligations under the Rights, the Sellers shallexpense, at the request and under the direction of the Buyer and at the Buyer’s expense, in the name of the Sellers Seller or otherwise otherwise, as the Buyer may specifyshall specify and as shall be permitted by law, take all such action and do or cause to be done all such things as areshall be, in the opinion of the Buyer acting reasonablyBuyer, necessary or proper desirable (1) in order that the obligations rights and benefits of Seller under such contracts and agreements shall be preserved and (2) for, and to facilitate, the collection of the Sellers under such Rights may be performed in such manner that the value of such Rights is preserved and enures to the benefit of the Buyer, and that any moneys monies due and payable payable, and to become due and payable payable, to the Sellers Seller in and under every such contract and agreement, and Seller will hold the Rights are received by or same for the benefit of and will pay the same, when received, to Buyer. The Sellers shall promptly pay to the Buyer all moneys collected by or paid to it in respect of every such Right net of the aggregate amount of any related out-of-pocket costs and expenses incurred by Sellers, which costs and expenses were for the Buyer’s account as herein prescribed.
Appears in 1 contract
Non-Assignable Contracts. To the extent that any of the Purchased Assets (collectively, the “Rights” or individually, a “Right”) is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any agreement or any Laws, unless the approval, consent or waiver of such third Person is obtained and remedies such breach or violation, then except as expressly otherwise provided Anything in this Agreement and without limiting contained to the rights and remedies of the Buyer contained elsewhere contrary notwithstanding, nothing in this Agreement, this Agreement shall not constitute be construed as an agreement attempt to transfer such Rights unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Rights are transferred to the Buyer, the Sellers, respectively, shall, to the extent permitted by applicable Law, use commercially reasonable efforts to:
assign (a) maintain their corporate existence any contract or agreement that is at law non-assignable without the consent of the other party thereto and hold the Rightsas to which such consent shall not have been given, as bare trustees and agents for the Buyer;
or (b) comply with any contract or agreement as to which all the terms remedies for the enforcement thereof and provisions the rights thereunder enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the Rights, assignments provided for by this Agreement. Attached hereto as bare trustees and agents for the Buyer, at the Buyer’s cost and for the Buyer’s benefit;
(c) cooperate with the Buyer in any reasonable and lawful arrangements designed to provide the benefits Schedule 3.5 is a list of all such Rights to the Buyer; and
(d) enforce, at the request of the Buyer and at the expense and for the account of the Buyer, any rights of the Sellers arising from such Rights against any third Person, including the right to elect to terminate any such rights in accordance with the terms of such rights upon the written direction of the Buyernon-assignable contracts. In order order, however, that the full value of every contract and agreement of the Rights character described in clauses (a) and (b) of the immediately preceding sentence and all claims and demands relating to such contracts and agreements may be realized for the benefit of the Buyerrealized, Seller hereby agrees with Buyer that it will, at its sole cost and provided, however, that the Sellers shall, to the extent reasonably required, have received the required level of cooperation from the Buyer in respect of the Sellers’ required performance of the covenants and obligations under the Rights, the Sellers shallexpense, at the reasonable request and under the direction of the Buyer and at the Buyer’s expense, in the name of the Sellers Seller or otherwise otherwise, as the Buyer may specifyshall specify and as shall be permitted by law, take all such action and do or cause to be done all such things as areshall be, in the opinion of the Buyer acting reasonablyBuyer, necessary or proper desirable (1) in order that the obligations rights and benefits of Seller under such contracts and agreements shall be preserved and (2) for, and to facilitate, the collection of the Sellers under such Rights may be performed in such manner that the value of such Rights is preserved and enures to the benefit of the Buyer, and that any moneys monies due and payable payable, and to become due and payable payable, to the Sellers Seller in and under every such contract and agreement, and Seller will hold the Rights are received by or same for the benefit of and will pay the same, when received, to Buyer. The Sellers shall promptly pay to the Buyer all moneys collected by or paid to it in respect of every such Right net of the aggregate amount of any related out-of-pocket costs and expenses incurred by Sellers, which costs and expenses were for the Buyer’s account as herein prescribed.
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