Non-Transferable Items Clause Samples

Non-Transferable Items. (a) Nothing in this Agreement or any other Transaction Document shall be construed as an attempt or agreement to assign or transfer (i) to Buyer any Purchased Asset or Swapped-in Tower Asset (including any Designated Tower, Swapped-in Tower, Assumed Contract, Specified Tower Permit or Real Property Right with respect thereto) or (ii) to Seller any Returned Tower Asset or Swapped-out Tower Asset (including any Returned Tower, Swapped-out Tower, Assumed Contract, Specified Tower Permit or Real Property Right with respect thereto), which by Contract or by Law is not assignable or transferable, as the case may be, to Buyer or Seller (as applicable), or is cancelable by a third party or Governmental Entity in the event of an assignment or transfer, without the written consent or approval of the applicable third party or Governmental Entity (each, a “Non-Transferable Item”), unless and until such consent or approval shall have been obtained. (b) Except as provided in Section 5.6, but subject to the provisions of Section 5.5(a), pending receipt of any such consent or approval with respect to a Non-Transferable Item: (i) Seller will use its reasonable best efforts to (A) provide Buyer with the substantial benefits of each Purchased Asset, Swapped-in Tower Asset or Specified Tower Permit which is a Non-Transferable Item, (B) enforce at Buyer’s request and cost, or allow Buyer to enforce at its cost, in each case, in a commercially reasonable and lawful manner, Seller’s rights under each Assumed Contract which is a Non-Transferable Item against the other party or parties thereto and (C) pay and remit to Buyer promptly all monies, rights and other considerations received in respect of such performance (subject only to Seller’s set-off or deduction of amounts properly owed by Buyer or any of its Affiliates), consistent with the provisions of Section 2.10 and Section 5.20; (ii) Buyer shall (and Buyer Parent shall cause Buyer to) (x) accept the burdens and perform the obligations at its cost under any such instrument, Contract, Specified Tower Permit, lease or other arrangement constituting such Non-Transferable Item, (y) seek (as Seller’s contractor) all required consents or approvals, at Buyer’s cost, to transfer such Non-Transferable Item and (z) not incur any obligation on behalf of Seller with respect to such Non-Transferable Item without Seller’s prior written consent; (iii) Buyer Parent and Buyer shall jointly and severally indemnify, defend and hold harmless the...
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Related to Non-Transferable Items

  • Non-Transferable The Grantee may not transfer this Option except by will or the laws of descent and distribution. This Option shall not be otherwise transferred, assigned, pledged, hypothecated or disposed of in any way, whether by operation of law or otherwise, and shall be exercisable during the Grantee's lifetime only by the Grantee or his guardian or legal representative.

  • Non-Transferability of RSUs Unless otherwise provided by the Committee in its discretion, RSUs may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of RSUs in violation of the provisions of this Section 6 and Section 9(a) of the Plan shall be void.

  • Non-Transferability Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

  • Non-Transferability of Award The Award, or any portion thereof, is not transferable except as designated by the Participant by will or by the laws of descent and distribution or pursuant to a domestic relations order. Except as provided in the immediately preceding sentence, the Award shall not be assigned, transferred, pledged, hypothecated or otherwise disposed of by the Participant in any way whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Any attempt at assignment, transfer, pledge, hypothecation or other disposition of the Award contrary to the provisions hereof, or the levy of any attachment or similar process upon the Award, shall be null and void and without effect.

  • Non-Transferability of Options The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.