Non-Assignable Rights. Neither the Executive nor his spouse, nor other Beneficiary, will have any right to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder without the written consent of the Company. Such payments and the right thereto are expressly declared to be non-assignable and nontransferable.
Non-Assignable Rights. Except as set forth on Schedule 3.22, neither the execution, delivery nor performance of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (i) conflict with or result in a breach or termination of, or prevent the Company from realizing the benefits otherwise obtainable by the Company under, any permits or property interests of the Company or any Contract, agreement, arrangement or commitment of the Company or (ii) require the affirmative consent or approval of any third-party.
Non-Assignable Rights. It is agreed that neither the Executive nor the Executive’s spouse, nor other beneficiary, will have any right to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder without having the written consent of Nalco to do so. Such payments and the right thereto are expressly declared to be non-assignable and non-transferable.
Non-Assignable Rights. The Borrower declares that to the extent that any right, title, interest or benefit described in Clause 3.1 (Assignment) is for any reason not effectively assigned pursuant to Clause 3.1 (Assignment) for whatever reason, it shall:
Non-Assignable Rights. The Company declares that to the extent that any right, title, interest or benefit described in Clause 3.1 (Assignment) is for any reason not effectively assigned pursuant to Clause 3.1 (Assignment) for whatever reason, it shall:
(a) hold the benefit of the same on trust for the Collateral Agent as security for the payment and discharge of the Secured Obligations; and
(b) promptly upon becoming aware of the same, notify the Collateral Agent of the same and the reasons therefore and thereafter take such steps as the Collateral Agent may reasonably require to remove such prohibition or other reason for such incapacity.
Non-Assignable Rights. The Borrower declares that to the extent that any right, title, interest or benefit described in Clause 3.1 (Assignment and charge) is for any reason not effectively assigned or charged, as the case may be, pursuant to Clause 3.1 (Assignment and charge) for whatever reason, it shall:
(a) hold the benefit of the same on trust for the Collateral Agent as security for the payment and discharge of the Secured Obligations; and
(b) promptly upon becoming aware of the same, notify the Collateral Agent of the same and the reasons therefore and thereafter take such steps as the Collateral Agent may reasonably require to remove such prohibition or other reason for such incapacity.
Non-Assignable Rights. Except as otherwise provided by this Agreement, it is agreed that neither the Executive nor his spouse, nor any other beneficiary, shall have any right to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder, which payments and the right thereto are expressly declared to be non-assignable and non-transferable.
Non-Assignable Rights. Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to the Purchaser and its affiliates, any Contract or Governmental Authorization which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent (collectively “Non-Assignable Rights”). In connection with such Non-Assignable Rights, the Vendor shall, at the request of the Purchaser:
(a) apply for and use reasonable commercial efforts to obtain all consents or approvals contemplated by those material Purchased Contracts listed in Schedule 2.4 (the “Material Consents”); and
(b) co-operate with the Purchaser in any reasonable commercial arrangements designed to provide the benefits of such Non-Assignable Rights to the Purchaser and its affiliates, including holding any such Non-Assignable Rights in trust for the Purchaser and its affiliates or acting as agent for the Purchaser, in each case at the Purchaser’s expense. Notwithstanding the foregoing, the transfer of the Partnership Interest shall not be a Non-Assignable Right and the consent to that assignment shall be obtained prior to Closing, provided that if such consent is not obtained or if any matter relating to the Partnership shall cause the Purchaser’s conditions to closing not be met, the Vendor shall have the option to remove the Partnership Interest as a Purchased Asset and upon exercise of such option, the Purchase Price shall be reduced by $240,000. Subject to the terms of the Partnership Agreement, at the option of the Vendor or the Purchaser, the Partnership Interest shall be purchased by the Purchaser from the Vendor, provided that the consent of the other party to the Partnership Agreement has been obtained to permit that purchase for a price of $240,000; provided that such purchase option may be exercised by the Purchaser only after the Partnership has made a distribution to the Vendor of its 70% share of the Partnership’s cash on hand. Such purchase or sale option may be exercised on written notice to the Vendor or the Purchaser, as the case may be. The Vendor will not sell the Partnership Interest to any other Person other than the other party to the Partnership Agreement.
Non-Assignable Rights. The Company declares that to the extent that any right, title, interest or benefit described in Clause 4.1 (Assignment) is for any reason not effectively assigned pursuant to Clause 4.1 (Assignment) for whatever reason, it shall:
(a) hold the benefit of the same on trust for the Delegate as security for the payment and discharge of the Secured Obligations; and
(b) promptly upon becoming aware of the same, notify the Delegate of the same and the reasons therefore and thereafter take such steps as the Delegate may reasonably require to remove such prohibition or other reason for such incapacity.
Non-Assignable Rights. Employee shall not have the right to anticipate or commute with any third party, or to sell, assign, transfer, or otherwise alienate or convey the right to receive any payments hereunder, whether by his voluntary or involuntary act, or by operation of law and, in particular, that any payments due hereunder shall not be subject to attachment or garnishment or any other legal proceedings by any creditor, or be in any way responsible for the debts or liabilities of Employee. Should any attempt be made to reach any payments hereunder by other than Employee, the Escrow Agent shall make each payment as it becomes due to such person or persons, for the sole benefit of Employee upon written direction from Employee.
