Nonassignable Items Sample Clauses

Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an Agreement to sell, convey, assign, sublease or transfer any Acquired Assets, including Contracts, Permits and Lease Agreements, if an attempted conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority would constitute a breach of, or in any way affect the rights of Transferor or Transferee with respect to such Acquired Asset ("Nonassignable Items"). Transferor shall use its best efforts and Transferee shall cooperate in all reasonable respects with Transferor to obtain and satisfy all Consents and to resolve all impracticalities of conveyance, assignment, sublease or transfer necessary to convey to Transferee all Nonassignable Items.
Sample 1Sample 2Sample 3See All (9)
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Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to sell, convey, assign, sublease or transfer any Assets, including Contracts and Licenses, if an attempted sale, conveyance, assignment, or transfer thereof, without the consent of another Person, would constitute a breach of, or in any way affect the rights of either Seller or Buyer with respect to, such Assets (“Nonassignable Items”). Seller shall use reasonable efforts (and Buyer shall cooperate in all reasonable respects with Seller) to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, or transfer necessary to convey to Buyer all Nonassignable Items. If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, or transfer would be ineffective, Seller shall enter into such arrangements (including related written agreements) as Buyer may reasonably request to provide Buyer with the benefit of the Nonassignable Items.
Sample 1Sample 2Sample 3See All (8)
Nonassignable Items. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute, or be deemed to constitute, an Agreement to sell, convey, assign, sublease or transfer any Allied Assets, or Acquired Assets, including Contracts, Permits and Lease Agreements, if an attempted or deemed sale, conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority would constitute a breach of, or in any way affect the rights of Allied, any Seller or Buyer with respect thereto ("Nonassignable Items"). Each Seller shall use his or its best efforts, and Buyer shall cooperate in all reasonable respects with Sellers, to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer all Nonassignable Items. If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, each Seller and its appropriate Affiliate, and Buyer, shall, at and after the Closing (i) enter into such arrangements (including related written agreements) as Buyer may reasonably request to provide Buyer the benefit of any such Nonassignable Items (it being acknowledged that such arrangement may include obligations imposed on Sellers and such Affiliates promptly to pay to Buyer when received all monies and other items of value received by Sellers and such Affiliates under any such Nonassignable Item) in exchange for the performance by Buyer of Sellers' obligations in respect of such Nonassignable Items under Section 2.1(c) and (ii) use their reasonable best efforts to assure that the Companies' current customers and suppliers shall continue to do business with Buyer in accordance with the terms and for the periods of time set forth in any Nonassignable Item.
Sample 1See All (8)
Nonassignable Items. 2 Objection......................................................................5 Permits.......................................................................22
Sample 1
Nonassignable Items. (a) From and after the date of this Agreement, Athersys shall use reasonable efforts to take all actions or do all things required under applicable Laws (as defined in SECTION 6.12) to obtain the Consents (as defined in SECTION 3.1(e)) necessary for Athersys to contribute all of the Contributed Assets to the Company as contemplated by this Agreement ("REQUIRED CONSENTS"). 4
Sample 1
Nonassignable Items. Anything contained in this Agreement to the contrary notwithstanding, this Agreement is not an agreement to Transfer (as defined in SUBSECTION 11.10.6) any Acquired Asset, if an attempted Transfer thereof, without the Consent (as defined in SUBSECTION 5.1.17 ) of another party thereto or a Governmental Authority (as defined in SUBSECTION 1.1.13) would constitute a breach of, or in any way affect the rights of L-P or WAC with respect to or otherwise reduce the value to WAC of, such Acquired Asset (a "NONASSIGNABLE ITEM").
Sample 1
Nonassignable Items. Anything contained in this Agreement to the contrary notwithstanding, this Agreement is not an agreement to Transfer (as defined in SUBSECTION 11.10.6) any Acquired Asset, if an attempted Transfer thereof, without the Consent (as defined in SUBSECTION 5.1.17 ) of another party thereto or a Governmental Authority (as defined in SUBSECTION 1.1.13) would constitute a breach of, or in any way affect the rights of L-P or WAC with respect to or otherwise reduce the value to WAC of, such Acquired Asset (a "NONASSIGNABLE ITEM").
Sample 1
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Related to Nonassignable Items

  • Non-Assignable Contracts (a) If and to the extent that any member of the Potlatch Group is unable to obtain any Consent necessary for the Transfer of any Contract or other rights relating to the Pulp-Based Business that would otherwise be Transferred to a member of the Clearwater Group as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such member of the Potlatch Group shall continue to be bound thereby and the purported Transfer to such member of the Clearwater Group 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 Clearwater Group shall pay, perform and discharge fully all of the obligations of the Potlatch Group thereunder from and after the Distribution, or such earlier time as such Transfer would otherwise have taken place, and indemnify the Potlatch Group for all Losses arising out of such performance by such member of the Clearwater Group. The Potlatch Group shall, without further consideration therefor, pay and remit to the applicable member of the Clearwater Group promptly all monies, rights and other considerations received in respect of such performance. The Potlatch Group shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 6.2(a) only as reasonably directed by Clearwater and at Clearwater’s expense. If and when any such Consent shall be obtained or such Contract or other right shall otherwise become Transferable or be able to be novated, the Potlatch Group shall promptly Transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable member of the Clearwater Group without payment of further consideration, and the Clearwater Group shall, without the payment of any further consideration therefor, Assume such rights and obligations. To the extent that the Transfer of any Contract or other right (or the proceeds thereof) pursuant to this Section 6.2(a) is prohibited by Law or the terms thereof, this Section 6.2(a) shall operate to create a subcontract with the applicable member of the Clearwater Group to perform each relevant Contract or other right at a subcontract price equal to the monies, rights and other considerations received by the Potlatch Group with respect to the performance by such member of the Clearwater Group.

  • Nonassignability Neither this Agreement nor any right or interest hereunder shall be assignable by the Executive, his beneficiaries, dependents or legal representatives without the Company’s prior written consent; provided, however, that nothing in this Section 7.10 shall preclude (a) the Executive from designating a beneficiary to receive any benefit payable hereunder upon his death or (b) the executors, administrators or other legal representatives of the Executive or his estate from assigning any rights hereunder to the Person(s) entitled thereto.

  • Non-Assignable The Permittee may not assign its interest hereunder, nor may Permittee subpermit the premises, without the prior written consent of the City.

  • Nonassignment CONTRACTOR shall not assign this agreement without the prior written consent of the COUNTY.

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