Non-Transferrable Assets Clause Samples
Non-Transferrable Assets. (a) Notwithstanding anything to the contrary set forth in this Agreement or in any of the Transaction Documents, nothing contained in this Agreement or in any of the Transaction Documents shall be construed as, or constitute, an attempt, agreement or other undertaking to transfer or assign to the Purchaser any asset, property or right that would otherwise constitute a Purchased Asset, but that by its terms is not transferable or assignable to the Purchaser pursuant to this Agreement without any required consent, waiver, approval, authorization, qualification or other order of any Governmental Authorities or other Persons. If such consent, waiver, approval, authorization, qualification or other order is not obtained prior to the Closing, then such asset, property or right shall, subject to the terms of this Agreement, not be assigned or transferred to Purchaser at the Closing (each, a “Non-Transferable Asset”).
(b) From and after the Closing and, with respect to each Non-Transferable Asset, Seller, on the one hand, and Purchaser on the other, shall use their reasonable efforts to obtain the consent, waiver, approval, authorization, qualification or order to any such Non-Transferable Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may request. Without limiting the foregoing, until the earlier to occur of such time as such Non-Transferable Asset shall be properly and lawfully transferred or assigned to the Purchaser, the Seller shall exercise its commercially reasonable efforts to cooperate with the Purchaser in any reasonable and lawful arrangements designed to provide the benefits of such Non-Transferable Assets to the Purchaser as if such Non-Transferable Assets were Purchased Assets transferred to the Purchaser at the Closing and, if the Seller provides such rights and benefits, the Purchaser shall assume all obligations and burdens thereunder (to the extent the same would have otherwise been an Assumed Liability), including by way of subcontracting, sub-licensing, or sub-leasing to the Purchaser. The Seller shall promptly pay to Purchaser any monies received by any Seller from and after the Closing under such Non-Transferable Assets or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Promptly upon receipt of such consent, waiver, approval, authorization, qualification or other order necessary to render a Non-Transferable Asset a Purchased Asset, ...
Non-Transferrable Assets. Nothing in this Section 8.14 shall require or be construed as an attempt or agreement to convey, assign, transfer or deliver to HoldCo or any of its Affiliates any Company Business Asset to the extent such Company Business Asset by its terms or by Law is not so transferable or is non-assignable without the consent or waiver of a third party or would give rise to a claim or right of termination of, or is cancelable by, a third party in the event of such conveyance, assignment, transfer or delivery, without such consent or waiver of such third party, in each case, unless and until such consent or waiver shall have been obtained. Following the Closing, United shall, and shall cause its Subsidiaries to, use its and their commercially reasonable efforts to obtain, or cause to be obtained, any such consent or waiver. To the extent permitted by applicable Law, in the event any such consent or waiver cannot be obtained, United and HoldCo shall mutually cooperate to obtain or structure a reasonable arrangement for HoldCo to receive and bear, whether by license, sublicense or other means, the economic and operational claims, rights and benefits and burdens of ownership of such Company Business Asset.
Non-Transferrable Assets. Notwithstanding any other provision, this Agreement does not constitute an agreement to assign or transfer, or effect an assignment or transfer, of any Sold Asset, including any Sold Contract, Sold Intellectual Property or any claim or right or any benefit arising thereunder or resulting therefrom, if Seller has not obtained a required consent to assignment or transfer as of the Closing and an attempted assignment or transfer thereof without the consent of a third party (including any governmental entity) would constitute a breach or other contravention 20 thereof or a violation of applicable law or would in any way adversely affect the rights of Seller or Buyer thereto or thereunder. If, on the Closing Date, any required consent is not obtained, or if an attempted transfer or assignment of any Sold Asset would be ineffective or a violation of law or would impair the Buyer’s rights thereto or thereunder so that the Buyer would not receive all such rights, then Seller and Buyer will use their commercially reasonable efforts to cooperate in any lawful and commercially reasonable arrangement which will provide the Buyer the obligations and benefits of any such Sold Asset. If and when such consents or approvals are obtained or such other required actions have been taken, the transfer of such Sold Asset will be effected in accordance with the terms of this Agreement.
Non-Transferrable Assets. To the extent that the sale, conveyance, transfer or assignment of any service vehicle, Leasehold Interest, Assigned Contract, license referred to in Section 2.2(p) or base plates referred to in Section 2.2(q) requires the consent of any person or entity other than the Purchaser or the Seller, this Agreement shall not constitute an agreement to effect such sale, conveyance, transfer or assignment if such action would constitute a breach thereof. If the Purchaser and/or the Seller is unable to obtain the consent to the assignment of any such Asset, the Closing shall nevertheless take place and the Seller will thereafter take all reasonable action requested by the Purchaser to secure such consents after the Closing or otherwise to transfer to the Purchaser the benefits of such Asset, provided that the Seller shall not be required to expend more than $25,000 in satisfaction of its obligations under this Section 2.2A, plus, in the case of the Agreement identified as Items 1-5 on Schedule 2.2(p) hereto and the agreement identified in Item 4 under "Landstar Contracts" on Schedule 2.3 (j) hereto, 50% of all costs in excess thereof which are attributable solely to obtaining the applicable consent and not to any portion of any such consent fee which is attributable to the Purchaser's proposed use of the applicable license in a manner which differs from the Seller's historic use of such license, and provided further, that with respect to all such base plates, the Seller shall comply with the applicable provisions of Section 8.12 hereof.
Non-Transferrable Assets. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not require, and no Reorganization Agreement shall constitute, an agreement to sell, assign, transfer, convey or deliver any Transferred Asset, or any claim or right or benefit arising thereunder or resulting therefrom, if such sale, assignment, transfer, conveyance or delivery thereof (without the consent, approval or waiver of a third party) would violate or constitute a default under or breach of any Contract or violate any applicable Law (each such Transferred Asset or claim or right or benefit, a “Non-Transferrable Asset”), without first obtaining all such necessary consents, approvals and waivers of such third parties, and this Agreement and the applicable Reorganization Agreement(s) shall not be deemed to constitute a sale, assignment, transfer, conveyance or delivery thereof, and rather the provisions of this Section 3.2 shall apply in regard to all such Non- Assignable Assets. From the Effective Date until the Closing, Seller and the Company shall, and Seller shall cause its applicable Subsidiaries to, use commercially reasonable efforts to obtain, as promptly as practicable after the Effective Date (and in any event, prior to the Closing), any consents, approvals and waivers of any third parties necessary to effect the sale, assignment, transfer, conveyance and delivery of any Non-Transferrable Asset to Buyer at the Closing. Buyer shall use commercially reasonable efforts to cooperate with Seller, its applicable Subsidiaries and the Company to obtain any such consents, approvals and waivers.