Common use of Nonassignable Rights Clause in Contracts

Nonassignable Rights. (a) Notwithstanding anything to the contrary contained in this Agreement or in any Other Agreement, this Agreement and the Other Agreements shall not operate to assign, and there shall not be included in the Assets, any of the Assumed Contracts, Assumed Contracts Rights, Intangible Property or Permits, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without the consent of any Entity, would constitute a breach, default or other contravention thereof or a violation of law, unless and until all required consents, approvals and waivers are obtained (it being understood and agreed that the failure to obtain such consents, approvals and waivers shall not reduce the Purchase Price nor shall it relieve the Sellers of any of their obligations under this Agreement, including Section 2.04(b) hereof, or eliminate any of the conditions of Buyer's obligations hereunder). To the extent that this Section operates to exclude any of such Assumed Contracts, Assumed Contracts Rights, Intangible Property, Permits, claims, rights or benefits, the definitions of "Business", "Assets", "Assumed Contracts", "Assumed Contracts Rights" and "Intangible Property" in this Agreement shall be modified to exclude such assets.

Appears in 1 contract

Samples: Purchase Agreement (Pharmaceutical Resources Inc)

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Nonassignable Rights. (a) Notwithstanding anything to the contrary -------------------- contained in herein but without limiting the rights and obligations of the parties under the other provisions of this Agreement or in any Other Agreement(including Section 5.4), this Agreement and the Other Agreements shall not operate to assign, and there shall not be included in the Acquired Assets, any of the Assumed ContractsIntellectual Property, Assumed Contracts RightsTechnology, Intangible Property Permit or Permits, Contract or any claim, right or benefit arising thereunder or resulting therefrom, therefrom if an attempted assignment thereof, without the consent of any EntityPerson (except for consents already received), would constitute a breach, default or other contravention thereof or a violation of law, unless and until all required consents, approvals and waivers are obtained Law (it being understood and agreed that the failure to obtain such consents, approvals and waivers consents shall not reduce the Purchase Price nor shall it or relieve either party from its obligation to consummate at the Sellers of any of their obligations under Closing the transactions contemplated by this Agreement, including Section 2.04(b) hereof, or eliminate any of the conditions of Buyer's obligations hereunder). To the extent that this Section 2.2(c) operates to exclude from the Acquired Assets any of such Assumed Contracts, Assumed Contracts Rights, Intangible Intellectual Property, PermitsTechnology, claimsPermit or Contract or any claim, rights right or benefitsbenefit arising thereunder or resulting therefrom, the definitions definition of "Business", "Assets", "Assumed Contracts", "Assumed Contracts Rights" and "Intangible Property" in this Agreement the recitals hereto shall be modified to exclude such assetsassets and the business, goodwill and rights related thereto until such consents are received, and provided that such assets shall be included in the definition of "Business" to the extent that the benefits thereof inure to Purchaser pursuant to Section 5.4.

Appears in 1 contract

Samples: Asset Purchase Agreement (Morrison Knudsen Corp//)

Nonassignable Rights. (a) Notwithstanding anything to the contrary contained in herein but without limiting the rights and obligations of the parties under the other provisions of this Agreement or in any Other Agreement(including Section 5.4), this Agreement and the Other Agreements shall not operate to assign, and there shall not be included in the Acquired Assets, any of the Assumed ContractsIntellectual Property, Assumed Contracts RightsTechnology, Intangible Property Permit or Permits, Contract or any claim, right or benefit arising thereunder or resulting therefrom, therefrom if an attempted assignment thereof, without the consent of any EntityPerson (except for consents already received), would constitute a breach, default or other contravention thereof or a violation of law, unless and until all required consents, approvals and waivers are obtained Law (it being understood and agreed that the failure to obtain such consents, approvals and waivers consents shall not reduce the Purchase Price nor shall it or relieve either party from its obligation to consummate at the Sellers of any of their obligations under Closing the transactions contemplated by this Agreement, including Section 2.04(b) hereof, or eliminate any of the conditions of Buyer's obligations hereunder). To the extent that this Section 2.2(c) operates to exclude from the Acquired Assets any of such Assumed Contracts, Assumed Contracts Rights, Intangible Intellectual Property, PermitsTechnology, claimsPermit or Contract or any claim, rights right or benefitsbenefit arising thereunder or resulting therefrom, the definitions definition of "Business", "Assets", "Assumed Contracts", "Assumed Contracts Rights" and "Intangible Property" in this Agreement the recitals hereto shall be modified to exclude such assets.assets and the business,

Appears in 1 contract

Samples: Asset Purchase Agreement (CBS Corp)

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Nonassignable Rights. (a) Notwithstanding anything to the contrary -------------------- contained in herein but without limiting the rights and obligations of the parties under the other provisions of this Agreement or in any Other Agreement(including Section 5.4), this Agreement and the Other Agreements shall not operate to assign, and there shall not be included in the Acquired Assets, any of the Assumed ContractsIntellectual Property, Assumed Contracts RightsTechnology, Intangible Property Permit or Permits, Contract or any claim, right or benefit arising thereunder or resulting therefrom, therefrom if an attempted assignment thereof, without the consent of any EntityPerson (except for consents already received), would constitute a breach, default or other contravention thereof or a violation of law, unless and until all required consents, approvals and waivers are obtained Law (it being understood and agreed that the failure to obtain such consents, approvals and waivers consents shall not reduce the Purchase Price nor shall it or, except as provided in Section 6.1(d), relieve either party from its obligation to consummate at the Sellers of any of their obligations under Closing the transactions contemplated by this Agreement, including Section 2.04(b) hereof, or eliminate any of the conditions of Buyer's obligations hereunder). To the extent that this Section 2.2(c) operates to exclude from the Acquired Assets any of such Assumed Contracts, Assumed Contracts Rights, Intangible Intellectual Property, PermitsTechnology, claimsPermit or Contract or any claim, rights right or benefitsbenefit arising thereunder or resulting therefrom, the definitions definition of "Business", "Assets", "Assumed Contracts", "Assumed Contracts Rights" and "Intangible Property" in this Agreement the recitals hereto shall be modified to exclude such assetsassets and the business, goodwill and rights related thereto until such consents are received, and provided that such assets shall be included in the definition of "Business" to the extent that the benefits thereof inure to Purchaser pursuant to Section 5.4.

Appears in 1 contract

Samples: Asset Purchase Agreement (Morrison Knudsen Corp//)

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