Post-Closing Assignment Sample Clauses

Post-Closing Assignment. Following the Closing, to the extent that any of the Purchased Assets have not been assigned, transferred or otherwise conveyed to the Buyers as of the Closing (each, a “Post-Closing Assignment”), at the request of the Buyers or upon discovery by the Sellers, the Sellers shall, or, as applicable, shall cause the other applicable AUC Entity to, execute and deliver such instruments and take such action as the Buyers may reasonably determine is necessary to transfer, convey and assign such assets to the Buyers and to confirm the Buyers’ title to or interest in the Purchased Assets, to confirm the Buyers’ ownership over the Purchased Assets and put the Buyers (or the Buyers’ Affiliates) in actual possession and operating control thereof and to assist the Buyers (or the Buyers’ Affiliates) in exercising all rights with respect thereto; provided, however, with respect to any Purchased Asset that is not assigned, transferred or conveyed to the Buyers at the Closing on account of the fact that such assignment, transfer or conveyance is not permitted or is not permitted without the consent of any third party (a “Nonassigned Asset”), this Agreement nor any other Transaction Document shall not be deemed to constitute an assignment of any such Nonassigned Asset, if such consent is not given or if such assignment, transfer or conveyance otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Nonassigned Asset, and the Buyers shall assume no obligations or liabilities thereunder. Notwithstanding any provision of this Agreement to the contrary, the Sellers will, and will cause the other AUC Entities to, use their best efforts to obtain any consent required to assign any Nonassigned Asset, without any conditions to such transfer or changes or modifications of terms thereunder, and if any such consent cannot be obtained, the Sellers will, or, as applicable, will cause the other applicable AUC Entity to, provide for the Buyers any arrangement reasonably requested by the Buyers intended to provide the Buyers with all of the benefits of such Purchased Asset, including entering into a sublease or subcontract on the same terms and conditions as the underlying contract or bringing appropriate legal action seeking to enforce for the benefit of the Buyers any and all rights of the AUC Entities against the other party or parties to any such Nonassigned Asset for which consent is not obtained by the AUC Entities. Notwithstanding any provision ...
Sample 1Sample 2
AutoNDA by SimpleDocs
Post-Closing Assignment. Notwithstanding anything in this Agreement to the contrary, if the consent or approval of any Person is required to assign or otherwise transfer a Permit and Licence, other than a Critical Permit and Licence, but such consent or approval is not obtained prior to Closing, (i) the Vendors and the Purchaser shall use their commercially reasonable efforts to obtain the necessary consents or approvals to the assignment or transfer of such Permit and Licence to the Purchaser or the Purchaser shall use its commercially reasonable efforts to obtain (with commercially reasonable assistance from the Vendors) a Replacement Permit and Licence thereof, in each case, as soon as practicable following Closing, (ii) neither Party shall be considered to be in breach of this Agreement, (iii) the failure to assign or otherwise transfer such Permit and Licence or obtain any Replacement Permit or Licence, shall not be a condition to Closing, (iv) the Purchase Price shall not be subject to adjustment, and (v) the Closing shall not be delayed.
Sample 1Sample 2
Post-Closing Assignment. Should Seller or Seller Subsidiary identify after the Closing Date a contract or License related to the Seller Intellectual Property, it shall give prompt written notice of such fact to Purchaser and, at the written request of Purchaser, assign any contract or License relating to the Seller Intellectual Property to Purchaser or Purchaser Subsidiary as Purchaser may request in its sole discretion.
Sample 1
Post-Closing Assignment. Following the Closing, Seller shall use its reasonable best efforts to obtain promptly all Consents required to be obtained under the Assigned Agreements to assign such Assigned Agreements to Seller or a Person designated by Seller, and Buyer shall reasonably cooperate with Seller in connection therewith. Pending or in the absence of any such Consent and prior to any termination of any such Assigned Agreement, the Parties shall use their reasonable best efforts to implement an alternative arrangement to permit the Seller to receive all of the rights of, and be subject to all of the obligations of, the applicable Acquired Company under such Assigned Agreements as if such impediment to assignment or transfer did not exist. If any such Consent is obtained after the Closing, the applicable Acquired Company shall assign the applicable Assigned Agreement to Seller or a Person designated by Seller, in accordance with such Consent. If any such Consent with respect to an Assigned Agreement is not obtained by the date that is 30 days after the date hereof, the Acquired Companies and Buyer shall have the right to terminate any such Assigned Agreement pursuant to the terms of such Assigned Agreement.
Sample 1
Post-Closing Assignment. If at any time after Closing any Party becomes aware of any patent, software copyright, trademark or domain name relating to Business (as defined in Master Agreement) which is owned by UTSI, HUTS or any of their respective Affiliates (as defined in Master Agreement) and is not included in Assigned IP A and/or Assigned IP C, or of any patent, software copyright, trademark or domain name relating to Broadband Business (as defined in Master Agreement) which is owned by UTSC or any of its Affiliates and is not included in Assigned IP B, it shall promptly inform the other Party for assignment. Assignee shall pay all the fees, costs and expenses hereby incurred for such transfer. The terms and conditions of this Assignment shall inure to the benefit of HUTS, UTSC and UTSI, their respective successors, assigns and other legal representatives, and shall be binding upon HUTS, UTSC and UTSI, their respective successors, assigns and other legal representatives.
Sample 1
Post-Closing Assignment. Following the Closing, each of the Seller’s shall take all appropriate actions and execute all required paperwork to assign, transfer and convey all Assets, including, but not limited to, all Intellectual Property Rights, to the Buyer.
Sample 1
Post-Closing Assignment. Notwithstanding anything in this Agreement to the contrary, if the consent or approval of any Person is required to assign or otherwise transfer a Permit and License other than a Critical Permit and License but such consent or approval is not obtained prior to Closing, (i) the Vendors and the Purchaser shall use their commercially reasonable efforts to obtain the necessary consents or approvals to the assignment or transfer of such Permit and License to the Purchaser as soon as practicable following Closing, (ii) no Party shall be considered to be in breach of this Agreement to the extent it has complied with its obligations under this Section 2.4, (iii) the failure to assign or otherwise transfer such Permit and License shall not be a condition to Closing, (iv) the Consideration received by the Vendors for the Purchased Assets shall not be subject to adjustment, and (v) the Closing shall not be delayed.
Sample 1
AutoNDA by SimpleDocs

Related to Post-Closing Assignment

  • Non-Assignment This Agreement shall not be assigned by either party without the written consent of the other party.

  • Lease Assignment To the best of Seller's knowledge, the ------------------ Tenant has not assigned its interest in the Lease or sublet any portion of the premises leased to the Tenant under the Lease.

  • SUBSEQUENT ASSIGNMENTS After the Effective Date, the Assignee shall have the right pursuant to Section 12.3.1 of the Credit Agreement to assign the rights which are assigned to the Assignee hereunder to any entity or person, provided that (i) any such subsequent assignment does not violate any of the terms and conditions of the Loan Documents or any law, rule, regulation, order, writ, judgment, injunction or decree and that any consent required under the terms of the Loan Documents has been obtained and (ii) unless the prior written consent of the Assignor is obtained, the Assignee is not thereby released from its obligations to the Assignor hereunder, if any remain unsatisfied, including, without limitation, its obligations under Sections 4, 5 and 8 hereof.

  • Termination; Assignment This Agreement may be terminated by either party at any time upon the provision of ninety days prior written notice thereof to the other. Any such termination, however, will not affect the Company’s ongoing obligations to make payments to NCPS in accordance with the terms hereunder. Both parties acknowledge that the duties and obligations provided for herein are personal in nature and agree that neither this Agreement nor any of such duties or obligations may be assigned by either party without the express written consent of the other, except that NCPS may assign its rights and obligations under this contract to an affiliated broker-dealer with Company’s prior written consent. This provision specifically does not prevent or enjoin NCPS from entering into any licensing, syndication, or selling agreement as described in Section 3 with the Company’s prior written consent.

  • Seller's Consent to Assignment The Seller hereby acknowledges the Purchaser's right to assign, transfer and convey all of the Purchaser's rights under this Agreement to a third party and that the representations and warranties made by the Seller to the Purchaser pursuant to this Agreement will, in the case of such assignment, transfer and conveyance, be for the benefit of such third party. The Seller hereby consents to such assignment, transfer and conveyance.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Mandatory Assignment In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the “Non-Consenting Bank”), then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting Bank’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

  • The Assignment On or prior to the Purchase Date, World Omni will execute and deliver the RPA Assignment.

  • Transfer/Assignment (A) Subject to compliance with clause (B) of this Section 8, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 8 shall be paid by the Company.

  • Modification; Assignment No amendment or other modification, rescission, release, or assignment of any part of this Agreement shall be effective except pursuant to a written agreement subscribed by the duly authorized representatives of the parties hereto.

Time is Money Join Law Insider Premium to draft better contracts faster.