Procedures for Purchased Assets not Transferable Sample Clauses

Procedures for Purchased Assets not Transferable. If any property or other rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some third party or parties, Seller shall use its commercially reasonable efforts to obtain such consents after the execution of this Agreement, but prior to the Closing, and Buyer shall use its commercially reasonable efforts to assist in that endeavor. If any such consent cannot be obtained prior to the Closing and the Closing occurs, this Agreement, the Other Agreements and the related instruments of transfer shall not constitute an assignment or transfer of the Purchased Asset regarding which such consent was not obtained and Buyer shall not assume Seller’s obligations with respect to such Purchased Asset, but Seller shall use its commercially reasonable efforts to obtain such consent as soon as reasonably possible after the Closing or otherwise obtain for Buyer the practical benefit of such property or rights and Buyer shall use its commercially reasonable efforts to assist in that endeavor. For purposes of this Section 2.4 only and not for the purposes of the rest of this Agreement, commercially reasonable efforts shall not include any requirement of either party to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party.
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Procedures for Purchased Assets not Transferable. If, either by virtue of the provisions thereof or under applicable Law, any of the Contracts or any other property or rights included in the Purchased Assets are not assignable or transferable without the consent of some other Person, Seller shall diligently use all commercially reasonable efforts to obtain such consent prior to the Closing Date and Purchaser shall use all commercially reasonable efforts to assist in that endeavor. If any such consent cannot be obtained prior to the Closing Date and the Closing occurs, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof, but Seller shall diligently use all commercially reasonable efforts for a period of nine (9) months following the Closing Date to obtain such consent as soon as possible after the Closing Date or otherwise obtain for Purchaser the practical benefit of such property or rights and Purchaser shall use all commercially reasonable efforts to assist in that endeavor. With respect to each Contract for which a necessary consent has not been obtained prior to the Closing, Seller shall obtain for Purchaser, at no additional cost to Purchaser, the benefits of such Contract (including all payments due to Seller thereunder) until such consent is obtained. With respect to any right under such Contract (including any right to payment), at Purchaser's request, Seller shall institute legal proceedings to enforce such rights; provided that such litigation shall be at the sole cost of Purchaser and Purchaser shall control the conduct of such litigation. Except as so requested, Seller shall have no obligation to take such action. Furthermore, until such consent is obtained, Purchaser shall not assume Seller's obligations with respect to such Contract but shall, as Seller's agent and on behalf of Seller, pay, perform and discharge fully Seller's obligations thereunder to the extent that such obligations would have otherwise constituted Assumed Liabilities. Without Purchaser's prior written consent, Seller shall take no action to terminate or modify any such Contract.
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Procedures for Purchased Assets not Transferable. If any property or rights included in the Purchased Assets (other than permits) or owned by Witco Surfactants (other than permits) are not assignable or transferable either by virtue of the provisions thereof or under Applicable Law without the consent of one or more third Persons, Sellers shall use their reasonable best efforts to obtain such consents after the execution of this Agreement, but prior to the Closing Date, and Buyer shall use its reasonable best efforts to assist in that endeavor. If any of the permits included in the Purchased Assets or in the name of Witco Surfactants are not assignable or transferable under Applicable Law without the consent of one or more third Persons, it shall be Buyer's obligation to obtain such consents or to obtain replacement permits issued in its name, and Sellers shall use their best efforts to assist in that endeavor. If any such consent cannot be obtained prior to the Closing Date and, the Closing occurs, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and Buyer shall not assume Sellers' obligations with respect thereto, but Sellers (or Buyer, as applicable in the case of permits) shall use their reasonable best efforts to obtain such consent as soon as possible after the Closing Date or otherwise obtain for Buyer the practical benefit and burden of such property or rights and Buyer (or Sellers, as applicable in the case of permits) shall use their best efforts to assist in that endeavor.
Sample 1
Procedures for Purchased Assets not Transferable. If any of the Contracts, Approvals or any other property or rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some party or parties, Seller shall use all commercially reasonable efforts to obtain such consents after the execution of this Agreement, but prior to the Closing Date, and Buyer shall use all commercially reasonable efforts to assist in that endeavor. If any such consent cannot be obtained prior to the Closing Date and the Closing occurs, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and Buyer shall not assume Seller's obligations with respect thereto, but Seller shall use all commercially reasonable efforts to obtain such consent as soon as possible after the Closing Date or otherwise obtain for Buyer the economic benefit of such property or rights and Buyer shall use all commercially reasonable efforts to assist in that endeavor.
Sample 1
Procedures for Purchased Assets not Transferable. If any of the Contracts or the Lease or any other property or rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some other party or parties, Seller and the Shareholders shall use each of their best efforts to obtain such consents prior to Closing and shall notify Buyer on or prior to the Closing Date of any consents not so obtained. If any such consent cannot be obtained prior to Closing, Buyer may (a) in the exercise of its sole discretion waive such requirement as a condition to Closing, and in such event, this Agreement, and the related instruments of transfer shall not constitute an assignment or transfer thereof and Buyer shall not assume any obligations with respect thereto or (b) terminate this Agreement pursuant to Section 8.1(d). Following the Closing, each Shareholder shall use his best efforts to obtain any consents not previously obtained as soon as possible after Closing or otherwise obtain for Buyer the practical benefit of such property or rights.
Sample 1
Procedures for Purchased Assets not Transferable. If, either by virtue of the provisions thereof or under Applicable Law, any of the Contracts or any other property or rights included in the Purchased Assets are not assignable or transferable without the Consent of some other Person, Seller shall diligently use all commercially reasonable efforts to obtain such Consent prior to the Closing Date. If any such Consent cannot be obtained prior to the Closing Date, (i) at Purchaser’s request the parties shall negotiate in good faith a commercially reasonable arrangement designed to provide Purchaser the practical benefit of such related property or rights (such obligation to negotiate will terminate on April 1, 2005) and (ii) unless the parties reach an agreement to the contrary pursuant to clause (i), if the Closing occurs this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof (or the assumption by Purchaser of any Liability related thereto), except as provided in Section 2.01(vi).
Sample 1
Procedures for Purchased Assets not Transferable. If any consent required to transfer or assign any of the Contracts or any other property or rights included in the Purchased Assets cannot be obtained prior to the Closing Date and the Closing occurs, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any Seller thereunder so that Buyers would not in fact receive all such rights, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and Buyers shall not assume Sellers' obligations with respect thereto. Each Seller, each Buyer and Buyer Parent will cooperate to achieve a mutually agreeable arrangement under which Buyers would obtain the benefits and assume the obligations thereunder (but only to the extent such obligations would have constituted Assumed Liabilities if such assignment occurred on the Closing Date) from and after the Closing Date in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyers, or under which Sellers would enforce for the benefit of Buyers, with Buyers assuming Sellers' obligations to the same extent as if it would have constituted an Assumed Liability and any and all rights of Sellers against a third Person thereto. Each Seller will pay promptly to the appropriate Buyer when received all monies received by such Seller after the Closing Date under any of the Contracts or any claim or right or any benefit arising thereunder to the extent that such Buyer would be entitled thereto pursuant hereto.
Sample 1
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Related to Procedures for Purchased Assets not Transferable

  • Interests Not Transferable A Participant’s and Beneficiaries’ interests in the Account may not be anticipated, sold, encumbered, pledged, mortgaged, charged, transferred, alienated, assigned nor become subject to execution, garnishment or attachment and any attempt to do so by any person shall be deemed null and void; no Participating Fund shall recognize the rights of any party under this Plan except those of the Participant or his Beneficiary; provided that this Section 7.8 shall not preclude a Participating Fund from offsetting any amount payable to a Participant hereunder by any amount owed by such Participant to that Participating Fund or to Nuveen.

  • Rights Not Transferable The rights of the Company Securityholders under this Agreement as of immediately prior to the Effective Time are personal to each such Company Securityholder and shall not be transferable for any reason, other than by operation of law, will or the laws of descent and distribution without action taken by or on behalf of such Company Securityholder. Any attempted transfer of such right by any holder thereof (other than as permitted by the immediately preceding sentence) shall be null and void.

  • RSUs Not Transferable The RSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the RSUs have been issued, and all restrictions applicable to such Shares have lapsed. No RSUs or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. Notwithstanding the foregoing, with the consent of the Administrator, the RSUs may be transferred to Permitted Transferees, pursuant to any such conditions and procedures the Administrator may require.

  • Options Not Transferable The Options may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will, by applicable laws of descent and distribution or, in the case of a Non-Qualified Stock Option, pursuant to a qualified domestic relations order, and shall not be subject to execution, attachment or similar process; provided, however, that if the Options represent a Non-Qualified Stock Option, such Option is transferable without payment of consideration to immediate family members of the Optionee or to trusts or partnerships established exclusively for the benefit of the Optionee and Optionee’s immediate family members. Upon any attempt to transfer, pledge, hypothecate or otherwise dispose of any Option or of any right or privilege conferred by the Plan contrary to the provisions thereof, or upon the sale, levy or attachment or similar process upon the rights and privileges conferred by the Plan, such Option shall thereupon terminate and become null and void.

  • Option Not Transferable Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

  • Sale and Transfer of Shares (a) Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers free and clear of all Encumbrances.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Restricted Stock Not Transferable Prior to vesting pursuant to Section 3.2 above, no Restricted Stock or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 4.2 shall not prevent transfers by will or by applicable laws of descent and distribution.

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • Form and Transferability of Receipts Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose, unless such Receipt shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized signatory of the Depositary and, if a Registrar for the Receipts shall have been appointed, countersigned by the manual or facsimile signature of a duly authorized officer of the Registrar. The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered. Receipts bearing the manual or facsimile signature of a duly authorized signatory of the Depositary who was at any time a proper signatory of the Depositary shall bind the Depositary, notwithstanding that such signatory has ceased to hold such office prior to the execution and delivery of such Receipts by the Registrar or did not hold such office on the date of issuance of such Receipts. The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or modifications not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange upon which American Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise. Title to a Receipt (and to the American Depositary Shares evidenced thereby), when properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that the Depositary, notwithstanding any notice to the contrary, may treat the Owner thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes.

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