Non-Transferable Assets. 2.8.1 To the extent that any SCAN Asset which would otherwise be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") is not capable of being sold, assigned, transferred, conveyed or delivered without obtaining a Required Consent, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically to a Transferred Asset, or a violation of any Regulation, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred Asset, this Assets Purchase Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, and ActaMed shall reasonably cooperate therein, to provide ActaMed with the benefit of any such Non-Transferable Asset.
2.8.2 Anything in this Assets Purchase Agreement to the contrary notwithstanding, SBCL shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered to ActaMed, and ActaMed shall not be obligated to purchase or assume, any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of such Liability or obligation or diminution in value or use. Both before and after the Applicable Transfer Date, SBCL and ActaMed shall use their collective best efforts to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use so as to transfer each such Non-Transferable Asset to ActaMed without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCL.
2.8.3 To the extent that on a given Transfer Date, there is any Non-Transferable Asset, SBCL shall, from and after such Transfer Date, cooperate with ActaMed in any reasonable and lawful arrangement ...
Non-Transferable Assets. (a) Notwithstanding the foregoing, if any Purchased Asset is not assignable or transferable (each, a “Non-Transferable Asset”) without a Consent, and any such Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Transferable Asset, and Purchaser or its designee(s) shall not assume the Seller Parties’ rights or obligations under such Non-Transferable Asset (and such Non-Transferable Asset shall not be included in the Purchased Assets), and instead the Seller Parties shall use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after the Closing Date and, if such consent is successfully obtained, the Seller Parties shall transfer and assign to Purchaser such Non-Transferable Asset for no additional consideration. Following any such assignment or transfer, all such Non-Transferable Assets shall be deemed Purchased Assets for purposes of this Agreement.
(b) After the Closing, the Seller Parties shall, at Purchaser’s expense, use commercially reasonable efforts (including making any necessary payments to third parties or otherwise incurring expenses or costs) to provide Purchaser or its designee(s) with all of the rights and benefits of any Non-Transferable Assets after the Closing as if the appropriate Consent had been obtained.
Non-Transferable Assets. Xxxxxxxx-Xxxxx Act Compliance
Non-Transferable Assets. (a) Except as set forth above with respect to Apollo Lap-Band Restricted Material Contracts, from and after the Closing, with respect to each Apollo Lap-Band Asset identified on Part 10.5 of the Apollo Disclosure Schedule, as the case may be, which is not assignable or transferable to ReShape at the Closing (each a “Non-Transferable Lap-Band Asset”), until the earlier to occur of (i) such time as such Non-Transferable Lap-Band Asset shall be properly and lawfully transferred or assigned to ReShape and (ii) such time as the material benefits intended to be transferred or assigned to ReShape have been procured by alternative means, (A) the Non-Transferable Lap-Band Assets shall be held by Apollo in trust exclusively for the benefit of ReShape, and (ii) Apollo and ReShape shall cooperate in any good faith, reasonable arrangement designed to provide or cause to be provided for ReShape the material benefits intended to be transferred or assigned to ReShape under each of the Non-Transferable Lap-Band Assets and, in furtherance thereof, to the extent permitted under the terms of each such Non-Transferable Lap-Band Asset and under applicable Law. Apollo shall use commercially reasonable efforts to provide or cause to be provided ReShape all of the benefits of Apollo under such Non-Transferable Lap-Band Assets in effect as of the Closing. Apollo and ReShape agree that any Apollo Lap-Band Equipment that is located in Costa Rica as of the Closing will be deemed to be Non-Transferable Lap-Band Assets until such time that ReShape has formed a subsidiary organized under the laws of Costa Rica that becomes qualified under Costa Rica’s Free Trade Zone Regime, as reasonably determined by ReShape, which ReShape will use commercially reasonable efforts to complete within 90 days after the Closing.
(b) Except as set forth above with respect to ReShape IGB Restricted Material Contracts, from and after the Closing, with respect to each ReShape IGB Asset identified on Part 10.5 of the ReShape Disclosure Schedule, as the case may be, which is not assignable or transferable to Apollo at the Closing (each a “Non-Transferable ReShape IGB Asset”), until the earlier to occur of (i) such time as such Non-Transferable ReShape IGB Asset shall be properly and lawfully transferred or assigned to Apollo and (ii) such time as the material benefits intended to be transferred or assigned to Apollo have been procured by alternative means, (A) the Non-Transferable ReShape IGB Assets shall be hel...
Non-Transferable Assets. (a) To the extent that any of the Assets is not assignable to Buyer because any such attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or default thereof, cause or permit the acceleration or termination thereof or in any way materially and adversely affect the rights of Seller or Buyer thereunder (the “Non-Transferable Assets”), this Agreement will not constitute an assignment of any such Non-Transferable Assets. In such event, Seller and Buyer shall, for the account of Buyer, use their respective reasonable best efforts to obtain such third party consents as soon as practicable following the Closing Date and Buyer shall cooperate with and assist Seller to this end; provided, that Seller shall take no action to seek such consents without prior consultation with or approval by Buyer. If any such consent shall not be obtained despite the Parties’ reasonable best efforts to procure same, then Seller shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer with the benefits intended to be assigned to Buyer with respect to the underlying Asset, including, without limitation, enforcement of any and all rights of Seller against the other Party thereto arising out of the breach or cancellation thereof by such other Party or otherwise. If and only if such reasonable arrangement can be made and mutually approved by the Parties, and except as otherwise provided herein, Buyer agrees to accept the burdens and perform the obligations underlying such Asset. Furthermore, if the other Party’s consent is subsequently obtained, Buyer shall at such time agree to assume all liabilities and obligations thereunder, except for Retained Liabilities. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation with respect to any such Asset.
(b) If, in connection with the transfer, assignment or replacement of the software license agreements disclosed at Section 2.1(b) of the Seller Disclosure Schedules, the licensors require a fee to be paid, then, the Parties agree to share such fee equally and each pay fifty percent (50%) of such fee.
Non-Transferable Assets. All assets of Seller used exclusively in connection with the Acquired Business which are not transferable to Purchaser, whether by operation of law or otherwise. CERTAIN REAL PROPERTY. The Shared Real Property and the Acquired Business Owned Real Property. MISCELLANEOUS RIGHTS AND ASSETS. All qualifications to do business and taxpayer identification numbers.
Non-Transferable Assets a. To the extent there are any Non-Transferable Assets, the parties shall reasonably cooperate to provide to each other with the benefit of such Non-Transferable Asset.
b. After the date hereof, Seller, at its expense, shall use its best efforts, and Buyer, at its expense, shall cooperate with Seller, to obtain any necessary consents, waivers and approvals, so as to transfer each Non-Transferable Asset to Buyer without materially adversely modifying, amending or burdening such Non-Transferable Asset.
c. Neither Seller nor Buyer shall be obligated to pay any amount or incur any Liability to transfer a Non-Transferable Asset.
d. To the extent that as of the date hereof, there is any Non-Transferable Asset, Seller, at its expense, shall, from and after Closing, cooperate with Buyer in any reasonable and lawful arrangement designed to provide the benefit (including the tax benefits, if possible, that would have accrued to Buyer had such asset been a Purchased Asset) of such Non-Transferable Asset to Buyer; provided that Buyer shall, so long as such benefit is so provided, satisfy or perform any Liabilities or obligations under or in connection with such Non-Transferable Asset which would not be a Liability or obligation retained by Seller if such Non-Transferable Asset were a Purchased Asset.
Non-Transferable Assets. 30 Section 6.13 Rule 145........................................................................ 31 Section 6.14 Company Disclosure Schedule Supplement.......................................... 31
Non-Transferable Assets. It is understood that certain Purchased Assets may not be immediately transferable or assignable to Buyer, and Buyer may in its sole discretion allow Seller to retain certain of such assets after the Closing Date (the “Non-Transferable Assets”), and this Agreement will not constitute an assignment of any such Non-Transferable Assets. In such event, (i) Seller and the Shareholder shall use their reasonable best efforts to obtain any consent or authorization which may be required to transfer or assign the Non-Transferable Assets to Buyer or to remove or eliminate any impediment preventing the transfer or assignment of the
Non-Transferable Assets. 1.3.1. Subject to the provisions of 1.3.3 below, to the extent that any asset which would otherwise be a Purchased Asset is not capable of being sold, assigned, transferred, conveyed or delivered without obtaining a consent, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would result in a breach of or constitute a default under (or an event which, with notice or lapse of time, or both, would constitute a default under, or give rise in favor of any third party any right of cancellation or termination of, or result in the creation of any lien or encumbrance on any of the properties or assets of the Subsidiary) any contract or license relating specifically to such Purchased Asset, or a violation of any law or permit, or would result in the imposition of any additional material liability or obligation on the Company or the Subsidiary on the one hand, or on the Purchaser or the Purchaser's affiliates on the other hand, or a material diminution in the value or use of
