Nonassignable Contracts and Rights Sample Clauses

Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, Personal Property Leases, Licenses, properties, rights or other assets of Company shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of another party or governmental entity would be ineffective or would constitute a breach of the terms thereof or a violation of any law or regulation or would in any other way adversely affect the rights of Company (or Buyer as transferee or assignee) thereunder and such consent or approval is not obtained on or prior to the Closing Date. In such case, to the extent possible, (i) the beneficial interest in or to such Contracts, properties, rights or assets (collectively, the "Beneficial Rights") shall in any event pass as of the Closing Date to Buyer under this Agreement; and (ii) pending such consent or approval, Buyer shall assume or discharge the obligations of Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Company, and Company shall act as Buyer's agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Buyer and Company shall use all commercially reasonable efforts (and bear their respective costs of such efforts) without payment of any material penalty, fee or any other amounts to any third parties, subject to Section 14.9, to obtain and secure any and all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights or assets underlying the Beneficial Rights to Buyer without material change in any of the material terms or conditions of such Contracts, properties, rights or assets, including without limitation their formal assignment or novation, if advisable. After the Closing, Buyer and Company will continue to use their commercially reasonable efforts to obtain any such consents or approvals. Buyer and Company will make or complete such transfers as soon as reasonably possible and cooperate with each other in any other reasonable arrangement designed to provide for Buyer the benefits of such Contracts, properties, rights and assets including enforcement at the cost and for the account of Buyer of any and all rights of Company against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to ...
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Nonassignable Contracts and Rights. To the extent that the assignment by the Selling Entities of any contract, property, right or asset to be assigned to the Purchasing Entities pursuant to this Agreement shall require the consent or approval of any other party, and such consent or approval shall not have been obtained on or prior to the Transfer Date, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof or would in any way adversely affect the rights of the Selling Entities (or any Purchasing Entity, as assignee) thereunder. If any such consent or approval is required but not obtained on or prior to the Transfer Date, the Parties covenant and agree that in such case, the applicable Selling Entity shall continue to deal as instructed by the Purchasing Entities with the other contracting party or parties, with the benefits of such contract, property, right or asset after the Transfer Date accruing to the benefit of the applicable Purchasing Entity and the liabilities and obligations thereunder being performed by the applicable Purchasing Entity on such Selling Entity’s behalf; such Selling Entity shall hold all moneys received thereunder for the benefit of the applicable Purchasing Entity and shall pay the same to the applicable Purchasing Entity within one business day after receipt thereof; and the Parties shall use reasonable best efforts (but without payment of any penalty or fee by any Party other than by the Selling Entities as set forth in Schedule 1.11) to obtain and secure any and all consents and approvals that may be necessary to effect the valid sale, transfer or assignment of the same to the applicable Purchasing Entity without change in any of the material terms or conditions thereof, including without limitation the formal assignment or novation of any of the same, if so required by the Purchasing Entities. The Parties further covenant and agree to make or complete such transfers as soon as reasonably possible and to cooperate with each other in any other reasonable arrangement designed to provide for the applicable Purchasing Entity the benefits of and to such properties, rights or assets and to provide for the performance by the applicable Purchasing Entity of the liabilities and obligations related thereto.
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Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, Permits, properties, rights or other assets (collectively, the “Non-Assigned Assets”) of HRB Bank shall be deemed sold, transferred or assigned to BofI pursuant to this Agreement if the attempted sale, transfer or assignment thereof to BofI without the Consent of any other Person would be ineffective or would constitute a default or breach of Contract or a violation of any Law or Order, and such Consent is not obtained at or prior to the Closing. In such case, to the extent possible, (a) the beneficial interest in or to such Non-Assigned Assets (collectively, the “Beneficial Rights”) shall in any event pass at the Closing to BofI under this Agreement; and (b) pending such Consent, BofI shall discharge, as agent for HRB Bank, the obligations of HRB Bank under such Beneficial Rights to the extent such obligations are Assumed Liabilities, and HRB Bank shall act as BofI’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. With respect to each Non-Assigned Asset, HRB Bank and Block Financial will comply with the covenants contained in Section 6.13(b).
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Nonassignable Contracts and Rights. To the extent that any Contract, right, property or other asset for which assignment to Buyer is provided herein is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Each Member, each Seller and Buyer agree to use their reasonable best efforts (without any requirement on the part of Buyer to pay any money or agree to any change in the terms of any such Contract, right, property or other asset) to obtain the consent of such other party to the assignment of any such Contract, right, property or other asset to Buyer in all cases in which such consent is or may be required for such assignment. If any such consent shall not be obtained, each Member and each Seller agrees to cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer under the relevant Contract, right, property or other asset, including enforcement at the cost and for the account of Buyer of any and all rights of Sellers against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer, upon notice to Sellers, shall have no obligation pursuant to Section 2.1 or otherwise with respect to any such Contract, right, property or other asset and any such Contract, right, property or other asset shall not be deemed to be a Purchased Asset hereunder.
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Nonassignable Contracts and Rights. To the extent that the assignment by AI of any contract, property, right or asset to be assigned to French Subsidiary pursuant to this Agreement shall require the consent or approval of any other party, and such consent or approval shall not have been obtained on or prior to the time of Closing on the Closing Date, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof or would in any way adversely affect the rights of AI (or French Subsidiary, as assignee) thereunder. If any such consent or approval is required but not obtained on or prior to the time of Closing on the Closing Date, AI and French Subsidiary covenant and agree that in such case, AI shall continue to deal with the other contracting party or parties, with the benefits and obligations of AI under such contract, property, right or asset after the Transfer Date accruing to French Subsidiary; AI shall hold all moneys received thereunder for the benefit of French Subsidiary and shall pay the same to French Subsidiary when received; AI shall make all payments thereunder when due, and French Subsidiary shall pay the same to AI simultaneous with such payment; and the Parties shall use all reasonable efforts without payment of any penalty or fee to obtain and secure any and all consents and approvals that may be necessary to effect the valid sale, transfer or assignment of the same to French Subsidiary without change in any of the material terms or conditions thereof, including without limitation the formal assignment or novation of any of the same, if so required. AI and French Subsidiary further covenant and agree to make or complete such transfers as soon as reasonably possible and to cooperate with each other in any other reasonable arrangement designed to provide for French Subsidiary the benefits of and the obligations under such properties, rights or assets, including without limitation enforcement for the benefit of French Subsidiary of any and all rights of AI against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise.
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Nonassignable Contracts and Rights. To the extent that the assignment by Seller of any contract, property, right or asset to be assigned to Buyer pursuant to this Agreement shall require the consent or approval of any other party, and such consent or approval shall not have been obtained on or prior to the time of Closing, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof or would in any way adversely affect the rights of Seller (or Buyer, as assignee) thereunder. If any such consent or approval is required but not obtained on or prior to the Closing Date, the parties covenant and agree that in such case, Seller shall continue to deal with the other contracting party or parties, with the benefits of such contract, property, right or asset after the Closing Date accruing to the benefit of Buyer; Seller shall hold all moneys received thereunder for the benefit of Buyer and shall pay the same to Buyer when received; provided, that, all expenses and costs incurred by Seller in connection with dealing with such other contracting parties in such capacity shall be borne by the Brucxxxx Xxxision.
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Nonassignable Contracts and Rights. Notwithstanding anything to the contrary in this Agreement, no Contracts, Permits, properties, rights or other assets (collectively, the "Non-Assigned Assets") of MBank shall be deemed sold, transferred or assigned to Riverview pursuant to this Agreement if the attempted sale, transfer or assignment thereof to Riverview without the Consent of any other Person would be ineffective or would constitute a default or breach of Contract or a violation of any Law or Order, and such Consent is not obtained at or prior to the Closing. In such case, to the extent possible, (a) the beneficial interest in or to such Non-Assigned Assets (collectively, the "Beneficial Rights") shall in any event pass at the Closing to Riverview under this Agreement; and (b) pending such Consent, Riverview shall discharge, as agent for MBank, the obligations of MBank under such Beneficial Rights to the extent such obligations are Assumed Liabilities, and MBank shall act as Riverview's agent in the receipt of any benefits, rights or interest received from the Beneficial Rights.
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Related to Nonassignable Contracts and Rights

  • Nonassignable Contracts To the extent that the assignment ----------------------- hereunder by Seller to Buyer of any contract, commitment, license, lease or other agreement of Seller (the "Contracts") is prohibited or is not permitted without the consent of any other party to the Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Contract, and Buyer shall assume no obligations or liabilities thereunder. Prior to the Closing, Seller shall advise Buyer promptly in writing with respect to any Contract as to which it knows it will not receive any required consent. Without in any way limiting Seller's obligation pursuant to Section 9.3. to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Buyer hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall, if requested by Buyer, cooperate with Buyer in any reasonable arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under the Contract, including, if reasonably requested by Buyer, by enforcing for the benefit of Buyer any and all rights of Seller against any other person arising out of breach or cancellation by such other person, acting as an agent on behalf of Buyer, subcontracting to Buyer the right to perform under the Contract on the same economic terms as applied to Seller prior to the Closing and acting as Buyer shall otherwise reasonably require, in each case at Buyer's expense. Acceptance of any such arrangement shall constitute a waiver by Buyer of any claim or alleged breach under this Agreement with respect to such Contracts.

  • Non-Assignable Contracts (a) If and to the extent that any Ralcorp Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post Party of any Contract or other rights relating to the Post Business that would otherwise be transferred or assigned to such Post Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp Party shall continue to be bound thereby and the purported transfer or assignment to such Post Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Post Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Parties for all Losses arising out of such performance by such Post Party. The Ralcorp Parties shall, without further consideration therefor, pay and remit to the applicable Post Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a) only as reasonably directed by Post and at Post’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Party without payment of further consideration, and such Post Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(a) is prohibited by law or the terms thereof, this Section 7.02(a) shall operate to create a subcontract with the applicable Post Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Parties with respect to the performance by such Post Party.

  • Assignment of Contracts and Rights Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If such consent is not obtained with respect to any such Contract or other Asset, Seller and Purchaser will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall enforce for the benefit of Purchaser, with Purchaser assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g).

  • Unassigned or Nonassignable Inventions I recognize that this Agreement will not be deemed to require assignment of any Invention that I developed entirely on my own time without using the Company’s equipment, supplies, facilities, trade secrets, or Proprietary Information, except for those Inventions that either (i) relate to the Company’s actual or anticipated business, research or development, or (ii) result from or are connected with work performed by me for the Company. In addition, this Agreement does not apply to any Invention which qualifies fully for protection from assignment to the Company under any specifically applicable state law, regulation, rule, or public policy (“Specific Inventions Law”).

  • Third-Party Agreements and Rights The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

  • Assigned Contracts The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Nonassignable Inventions This Agreement does not apply to an Invention which qualifies fully as a nonassignable Invention under Section 2870 of the California Labor Code (hereinafter “Section 2870”). I have reviewed the notification on Exhibit A (Limited Exclusion Notification) and agree that my signature acknowledges receipt of the notification.

  • Assumed Contracts If Buyer delivers a written notice of objection to any Assumed Contract prior to the expiration of the Due Diligence Period, then, to the extent a termination right in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer may not object to any of the Cable Contracts or any other Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant to the applicable Assignment of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant to the applicable Assignment of Contracts (together with all Assumed Contracts with respect to the applicable Asset that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of termination, and (iv) Buyer shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”.

  • Contracts and Leases (a) Each Material Contract and Lease is a valid and subsisting agreement, without any material default of Seller thereunder, and to the knowledge of Seller, without any default on the part of any other party thereto. To the knowledge of Seller, no event or occurrence has transpired which with the passage of time or giving of notice or both will constitute a default under any Material Contract or Lease. A true and correct list of each Material Contract and Lease and every amendment thereto or other agreement or document relating thereto is set forth as Schedule 3.6 to this Agreement. True and correct copies of the Material Contracts and Leases (and any amendments thereto) have been provided to Purchaser. At the time of Closing, Seller shall have made all payments and performed all obligations due through the Closing Date under each Contract and Lease, except to the extent that any payment due is set forth on the Purchase Price Adjustment Schedule and deducted in calculating the Purchase Price pursuant to Section 2.3.

  • Transferred Contracts As of the date hereof, except for Excluded Contracts, the Contracts listed on Schedule 1.1(bbbb) are all of the Contracts between Seller and any third party. Except for copies of purchase orders entered into by Seller in the ordinary course of business and consistent with past practices that have not been provided to Buyer, true and complete copies of all Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Transferred Contract or Lease Agreement is in full force and effect and Seller is not in breach thereof, nor to Seller’s Knowledge is any party obligated to Seller pursuant to any such Transferred Contract or Lease Agreement in breach thereof. Seller has neither breached, violated nor defaulted under, nor received notice that Seller has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract or Lease Agreement. Seller has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract or Lease Agreement as are required thereunder in connection with the Closing, or for any such Transferred Contract or Lease Agreement to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Buyer will be permitted to exercise all of the rights Seller had under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement and the Collateral Agreements not occurred. Seller has not received any notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Transferred Contract or Lease Agreement. Seller has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller or owed by Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Person.

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