Non-Assignment; Consents Sample Clauses

Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver or assume a Purchased Asset or an Assumed Liability to the extent that a sale, assignment, transfer, conveyance, delivery or assumption thereof (i) would be prohibited by Law or (ii) would, without the Consent by any relevant Third Party, (A) constitute a breach or other contravention thereof or of any Contract related to the Business or (B) be ineffective, void or voidable, in the case of each of clauses (A) and (B) unless and until such Consent is obtained. (b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place the Product on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent required to: (x) sell, assign, transfer, convey or deliver (directly or indirectly) any Purchased Asset to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective Affiliates so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, Xxxxxx or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Business or ownership of the Purchased Assets following Closing, and (B) pending such Consent and continuing until the earlier of (1) the receipt of such Consent...
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Non-Assignment; Consents. (a) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Acquired Asset, including any Contract, license, certificate, approval, authorization or other right, which by its terms or by Legal Requirement is nonassignable without the consent of any Person (“Nonassignable Assets”). (b) Following the date hereof and prior to the Effective Time, Assignee shall (x) deliver any notices and (y) obtain any consents, in each case, required under any Nonassignable Asset not obtained prior to the date hereof, and in a form reasonably acceptable to MedAvail, and following the receipt of such consent or notice, Assignor shall transfer and assign to Assignee such Nonassignable Assets for no additional consideration. At the Effective Time, any Nonassignable Asset held by Assignor shall either (i) have been terminated by Assignor, or (ii) assigned to Assignee, notwithstanding any right of any other Person. Following any assignment or transfer, a Nonassignable Asset shall be deemed Acquired Asset for purposes of this Agreement. (c) From and after the Effective Time, Assignee shall indemnify and hold harmless Assignor, its Subsidiaries and Affiliates, from and against any Loss arising from the failure to assign to Assignee a Nonassignable Asset in accordance with the terms hereof.
Sample 1
Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey or deliver a Purchased Asset or for Purchaser to assume an Assumed Liability if a sale, assignment, transfer, conveyance, delivery or assumption thereof (i) would be prohibited by Law or (ii) would, without the approval, authorization or consent of, filing with, notification to, or granting or issuance of any order, waiver or Permit by, any relevant Person (collectively, “Approvals”), (A) constitute a breach or other contravention thereof or of any Contract related to the Business or
Sample 1
Non-Assignment; Consents. (a) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Acquired Asset, including any Contract, license, certificate, approval, authorization or other right, which by its terms or by Legal Requirement is nonassignable without the consent of any Person (“Nonassignable Assets”). (b) Following the date hereof and prior to the Effective Time, Assignee shall (x) deliver any notices and (y) obtain any consents, in each case, required under any Nonassignable Asset not obtained prior to the date hereof, and in a form reasonably acceptable to MedAvail, and following the receipt of such consent or notice, Assignor shall transfer and assign to Assignee such Nonassignable Assets for no additional consideration. At the Effective Time, any Nonassignable Asset held by Assignor shall either (i) have been terminated by Assignor, or (ii) assigned to Assignee, notwithstanding any right of any other Person. Following any assignment or transfer, a Nonassignable Asset shall be deemed Acquired Asset for purposes of this Agreement. (c) From and after the Effective Time, Assignee shall indemnify and hold harmless Assignor, its Subsidiaries and Affiliates, from and against any Loss arising from the failure to assign to Assignee a Nonassignable Asset in accordance with the terms hereof.
Sample 1

Related to Non-Assignment; Consents

  • Non-Assignment PROVIDER shall neither assign its rights nor delegate its duties under this Agreement without the prior written consent of A&M System.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

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