Non-Assignment of Certain Assets Sample Clauses

Non-Assignment of Certain Assets. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to assign any of the Assumed Contracts and Assumed Leases which, by their terms or by law, are non-assignable without the consent of a third party, or are cancelable by a third party in the event of an such assignment or attempted assignment (the “Non-Assignable Contracts”), unless and until such consents shall have been obtained. In the event that, despite best efforts by both parties to obtain consent, consent to the assignment of a Non-Assignable Contract cannot be obtained prior to Closing, with respect to each such Non-Assignable Contract, Buyer may elect to have Seller continue Seller’s efforts to obtain such consent (in which case Buyer and Seller shall continue to cooperate and use best efforts to obtain such consent), and, pending receipt of such consent, Seller shall hold such Non-Assignable Contract, at Buyer’s sole cost and expense, as of and from the Closing Date, in trust for Buyer in Seller’s name, and all benefits and obligations existing thereunder shall be for Buyer’s account, in which case (i) Seller shall take or cause to be taken, at Buyer’s sole cost and expense, such actions as Buyer may reasonably request so as to provide Buyer with the benefits of such Non-Assignable Contracts and to effect collection of money or other consideration that becomes due and payable under such Non-Assignable Contracts, and Seller shall timely pay over to Buyer all money or other consideration received by it in respect of all such Non-Assignable Contracts, (ii) from and after the Closing Date, Seller shall authorize Buyer, to the extent permitted by applicable law and the terms of such Non-Assignable Contracts, at Buyer’s sole cost and expense, to perform all obligations and receive all benefits of Seller under the Non-Assignable Contracts and Buyer shall perform all obligations under the Non-Assignable Contracts and (iii) Buyer shall further indemnify and hold Seller harmless from and against any and all expenses, costs and claims that arise after the Closing from or related to any such Non-Assignable Contracts.
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Non-Assignment of Certain Assets. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment or subcontracting hereunder of any of the Assets shall require the consent of any other party (or in the event that any of the same shall be nonassignable or unable to be subcontracted), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or subcontract or an agreement to assign or subcontract if such assignment or subcontract or attempted assignment or subcontract would constitute a breach thereof or result in the loss of diminution thereof; provided however, in each such case, that Seller shall use its commercially reasonable efforts to obtain the consent of such other party to an assignment to Purchaser. If such consent is not obtained by the Closing, Seller shall cooperate with Purchaser in any arrangement designed for Purchaser to perform Seller's obligation with respect to such Asset after the Closing and for Purchaser to receive the benefits under any Asset after the Closing, which arrangements may include enforcement, for the account and benefit of Purchaser, of any and all rights of Seller against any other person arising out of the breach or cancellation by such other person or otherwise, all of such actions of Seller to be at the direction and expense of Purchaser.
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Non-Assignment of Certain Assets. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment of any Customer Contract, Employee Contract, Real Estate Lease or Restrictive Agreement shall require the Consent of any Person not a party to this Agreement, neither this Agreement nor any action taken pursuant to it shall constitute an assignment or an attempt to assign the same if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof.
Sample 1
Non-Assignment of Certain Assets. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment hereunder of any of the Assets requires the consent of any other party (or in the event that any of the same shall be nonassignable), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof; provided, however, that in each such case, Seller shall use its best efforts to obtain the consent of such other party to an assignment to Purchaser. If such consent is not obtained by the Closing Date, Seller shall cooperate with Purchaser in any arrangement designed for Purchaser to perform Seller's obligations with respect to such Asset after the Closing Date and for Purchaser to receive the benefits under any such Asset after the Closing Date.
Sample 1
Non-Assignment of Certain Assets. Neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment if such assignment would constitute a breach of the terms of any agreement or result in the loss or diminution or any rights thereof; provided, however, that in each such case, the Shareholder Representatives shall use their best efforts to obtain the consent to an assignment to Purchaser. If such consent is not obtained by the Closing Time, the Shareholder Representatives shall cooperate with Purchaser in any arrangement designed for Purchaser to perform the HPL Companies' obligations with respect to such Asset after the Closing Time and for Purchaser to receive the benefits under any such Asset after the Closing Time, which arrangements may include enforcement, for the account and benefit of Purchaser, of any and all rights of the HPL Companies against any other person arising out of the breach or cancellation by such other person or otherwise, all of such actions of the Shareholder Representatives to be at the direction and expense of the Shareholder Representatives. The Shareholder Representatives shall reimburse Purchaser for all reasonable documented costs and expenses, including increased obligations, resulting from an inability of Purchaser to receive the benefits of any such assignment.
Sample 1
Non-Assignment of Certain Assets. If any provision of any Assumed Property Lease would prohibit any attempted assignment thereof or of any right or interest thereunder or impose a charge, discount or penalty upon an assignment (in each case, to the extent such provision is enforceable under applicable law) without the consent of the other party to such agreement, even though such assignment would not become effective until such consent was obtained, then except as hereinafter provided, nothing in this Agreement shall be deemed an assignment of any such Assumed Property Lease, right or interest, and the Assumed Property Lease, right or interest shall not be assigned hereunder unless and until such consent is obtained. The Parties agree after (a) the Execution Date to use commercially reasonable efforts to obtain as promptly as possible all consents and waivers necessary for the sale, transfer, assignment and delivery of such Assumed Property Lease, right or interest to Purchaser, and (b) the Closing Date to cooperate with each other in any commercially reasonable arrangement designed to provide Purchaser with the rights and benefits (subject to the obligations) under any such Assumed Property Lease, right or interest that is not assigned at Closing by reason of this Section 2.07, except in the case of either clause (a) or (b) above to the extent Purchaser advises Seller it no longer desires to be assigned such Assumed Property Lease.
Sample 1

Related to Non-Assignment of Certain Assets

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Absence of Certain Agreements Neither Parent nor any of its Affiliates has entered into any contract, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether oral or written), pursuant to which: (a) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company (i) agrees to vote to adopt this Agreement or the Merger or (ii) agrees to vote against any Superior Proposal or (b) any Third Party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger.

  • Termination of Certain Contracts Purchaser shall have received evidence reasonably acceptable to Purchaser that the Contracts set forth on Schedule 10.3(e)(ix) involving any of the Target Companies and/or Sellers or other Related Persons shall have been terminated with no further obligation or Liability of the Target Companies thereunder.

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").

  • Modification of Certain Agreements The Borrower will not, and will not permit any of its Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in,

  • Collection of Certain Mortgage Loan Payments The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any applicable insurance policies, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Consistent with the foregoing, the Servicer may in its discretion (i) waive any late payment charge or, if applicable, any penalty interest, or (ii) extend the due dates for the Monthly Payments due on a Mortgage Note for a period of not greater than 180 days; provided, however, that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Servicer shall make timely advances on such Mortgage Loan during such extension pursuant to Section 4.04 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangement. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the standards set forth in Section 3.01, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Rate, forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan, or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as "forbearance"). The Servicer's analysis supporting any forbearance and the conclusion that any forbearance meets the standards of Section 3.01 shall be reflected in writing in the Mortgage File.

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Collection of Certain Home Equity Loan Payments The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Home Equity Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any applicable Insurance Policy, follow collection procedures for all Home Equity Loans at least as rigorous as those described in the FNMA Guide. Consistent with the foregoing, the Servicer may in its discretion waive or permit to be waived any late payment charge, prepayment charge, assumption fee or any penalty interest in connection with the prepayment of a Home Equity Loan or any other fee or charge which the Servicer would be entitled to retain hereunder as servicing compensation. In the event the Servicer shall consent to the deferment of the due dates for payments due on a Note, the Servicer shall nonetheless make payment of any required Delinquency Advance with respect to the payments so extended to the same extent as if such installment were due, owing and Delinquent and had not been deferred, and shall be entitled to reimbursement therefor in accordance with Section 8.09(a) hereof.

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Notification of Certain Matters The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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