Restricted Assets. Local Church does not have donations, endowments, memorial bequests, or financial accounts that are dedicated or restricted as to use and is not a party to any agreement, mortgage, promissory note that that restricts the use or spending of its funds.
Restricted Assets. (1) Nothing in this Agreement or in any document delivered contemporaneously with the execution of this Agreement by the Parties or prior to or at Closing as contemplated by or pursuant to this Agreement is to be construed as a sale, transfer, conveyance or assignment of any Restricted Asset by the Vendor to the Purchaser without first obtaining the Approvals necessary to sell, transfer, convey or assign the Restricted Asset to the Purchaser. The Vendor shall sell, transfer, convey or assign any Restricted Asset to the Purchaser when that sale, transfer, conveyance, or assignment is permitted.
(2) Until all Approvals necessary to sell, transfer, convey or assign a Restricted Asset to the Purchaser are obtained: the Vendor shall apply for and use its best efforts to obtain the necessary Approvals in a form satisfactory to the Purchaser acting reasonably; if the Restricted Asset is not assignable by the terms thereof or consents to the assignment thereof have not been obtained prior to Closing, the Vendor shall, to the extent permitted by Applicable Law and the provisions of that Restricted Asset, hold that Restricted Asset (without any additional expense to the Vendor whatsoever) in trust for the Purchaser and the Purchaser shall perform the covenants and obligations thereunder in the name of and for the account of the Vendor and shall hold all benefits existing thereunder for the account of the Vendor (without any additional expense to the Vendor whatsoever); at the Purchaser's request, the Vendor shall take all actions and do, or cause to be done, all such things in its name or otherwise so as to provide the Purchaser with the benefit of any Restricted Asset, including cooperating with the Purchaser in any reasonable and lawful arrangement designed to provide the benefit of any Restricted Asset to the Purchaser; the Vendor shall enforce any of its rights arising from any Restricted Asset against or with respect of any third Person, including the right to elect to terminate in accordance with the terms of the Restricted Asset at the direction and expense of the Purchaser; at the Purchaser's request, the Vendor shall take all actions and do, or cause to be done, all such things so as to preserve the value of the Restricted Asset for benefit of the Purchaser; and the Vendor shall promptly pay over or deliver to the Purchaser all moneys or other consideration paid to or received by the Vendor in respect of all Restricted Assets.
(3) Nothing in this Section 2....
Restricted Assets. The Purchaser and the Sellers shall utilize their reasonable best efforts to obtain the Approvals of third parties as required to validly Transfer the Restricted Assets.
Restricted Assets. The Consolidated Group shall not construct, acquire or otherwise own nursing homes, congregate care or assisted living facilities or acquire any undeveloped real estate which the Consolidated Group does not intend to construct a Real Estate Asset thereon or a portion thereof (collectively, the "Restricted Assets") unless Borrower delivers to Agent copies of resolutions authorizing such acquisitions and the aggregate value of all such Restricted Assets does not exceed Ten Percent (10%) of the Total Current Value of Assets.
Restricted Assets. (a) Seller shall, and shall cause the Company and the Asset Sellers (collectively, the "PE GROUP") to, use all reasonable efforts, and Buyer shall cooperate reasonably with the PE Group, (i) to promptly obtain the consents and waivers necessary to convey or cause to be conveyed to Buyer all of the Restricted Assets (which for purposes of this Section 2.5 shall include the capital stock of the Transferred Subsidiaries), and (ii) as of and subject to the occurrence of the Closing, to convey or cause to be conveyed to Buyer the Restricted Assets for which the Company received the necessary consents and waivers; PROVIDED, HOWEVER, that Seller shall not, and shall cause the PE Group not to, amend or change any Restricted Asset without the prior written consent of Buyer unless Seller reasonably deems it necessary to preserve the value of the Restricted Asset. Seller shall, and shall cause the PE Group to, cooperate with Buyer in making applications and filings or taking any other action necessary for Buyer to obtain such franchises, licenses, permits or other instruments or agreements, if any, as are substantially equivalent to any Restricted Assets that are not assignable to Buyer as a matter of law. In no event shall Buyer's cooperation hereunder require Buyer to make any payments or incur any out-of-pocket expenses, except that Buyer shall reimburse
Restricted Assets. 11 2.6 Post-Closing Adjustment ................................................ 14
Restricted Assets. To the extent that any of the Transferred Assets are not capable of being sold or assigned without the prior approval of one or more third-parties (“Restricted Assets”), nothing in this Agreement will be construed as a sale or assignment of those Restricted Assets without first obtaining the necessary approvals. The Parties will make commercially reasonable efforts to obtain any necessary approvals and will sell or assign the Restricted Assets only when they have been obtained. If a Restricted Asset is not assignable or consents cannot or have not been obtained, the Transferor will, to the extent permitted by applicable law, hold that Restricted Asset in trust for the Transferee; the Transferee will perform the covenants and obligations under and in respect of the Restricted Assets in the name of the Transferor; and the Transferor will hold all benefits relating to the Restricted Assets for the account of the Transferee.
Restricted Assets. Except as set forth on Schedule 3.25, to Seller's knowledge, none of the Assets is subject to any liability in respect of funds received by any Person for the purchase, improvement or use of any of the Assets or the conduct of the Hospital Businesses under restricted or conditioned grants or donations, including monies received under the Hill-Buxxxx Xxx.
Restricted Assets. Notwithstanding any other provision in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any interest in any Contract, asset, claim, right or benefit the assignment or transfer of which is otherwise contemplated by the transactions contemplated by this Agreement to the extent such assignment or transfer (or attempt to make such an assignment or transfer) without the consent or approval of a third party would constitute a breach or other contravention of the rights of such third party, or affect adversely the rights of any Party or their Affiliates thereunder (such assets being collectively referred to herein as “Restricted Assets”). Any assignment or transfer of a Restricted Asset shall be made subject to such consent or approval being obtained. If any such consent or approval is not obtained prior to the Closing, (a) the assigning or transferring Party shall continue to use its commercially reasonable efforts to cooperate with the other Party in attempting to obtain any such consent or approval and (b) establish alternative arrangements (such as a license, sublease, subcontract or operating agreement) until such time as such consent or approval has been obtained which results in the assignee or transferee Party receiving all the benefits and bearing all the burdens with respect to any such Restricted Asset (subject to Section 8.4, pursuant to which Isis shall be liable for and pay all out-of-pocket costs and expenses associated with obtaining third party consents associated with any Ibis Contract or Restricted Asset in excess of [***] in the aggregate).
Restricted Assets. (a) In the event that any permit, license, franchise, governmental authorization, contract, agreement, equipment lease, right or obligation of the Company included as part of the Transferred Assets on the Closing Date is not assignable to Buyer by its terms or by virtue of its subject matter (each, a "Restricted Asset"), the Company shall use all reasonable efforts, and Buyer shall cooperate reasonably with the Company, (i) to promptly obtain the consents and waivers necessary to convey or cause to be conveyed to Buyer all of the Restricted Assets, and (ii) as of and subject to the occurrence of the Closing, convey to Buyer the Restricted Assets for which the Company has received the necessary consents and waivers.
(b) To the extent that the consents and waivers necessary to assign, transfer, sublease or sublicense any of the Restricted Assets are not obtained as of the Closing Date, the Company shall, commencing on the Closing Date and subject to the occurrence of the Closing and continuing for the duration of the useful life of each such Restricted Asset, use reason- able efforts to (i) provide to Buyer the benefits of any such Restricted Asset not assigned, transferred or subleased due to the Company's failure or inability, as the case may be, to obtain such consent or waiver, (ii) cooperate with Buyer to reach a reasonable and lawful arrangement designed to provide the benefits of each such Restricted Asset to Buyer during the useful life of such Restricted Asset and (iii) enforce at the request of Buyer, or allow Buyer to enforce, any rights of the Company under any such Restricted Asset against the issuer thereof or the other party or parties thereto (including the right to elect to terminate any of the foregoing in accordance with the terms thereof upon the request of Buyer).
