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. 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. (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. Notwithstanding any other provision in this Agreement to the contrary, no asset, claim, right or benefit, the assignment or transfer of which is otherwise contemplated by this Agreement (or any Transaction Document), other than any Shared Contracts or any rights or benefits to be assigned or transferred to Purchaser thereunder, which are addressed in Section 6.9, shall be assigned or transferred if 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, violation or other contravention of the rights of such third party (such assets, claims, rights or benefits being collectively referred to herein as “Restricted Assets”) until such consent or approval is obtained, at which time such Restricted Asset shall be automatically assigned or transferred. The Seller shall be solely responsible for and shall pay any and all costs and fees associated with obtaining such consent or approval. If any such consent or approval is not obtained prior to the Closing, then until the earliest date when (a) such consent or approval is obtained, (b) the earlier termination or expiration of the then-current term of such Restricted Asset and (c) [***] months following the Closing Date: (i) the Seller shall, beginning on the Closing Date (x) upon request of Purchaser, continue to use its commercially reasonable efforts to coordinate with Purchaser in attempting to obtain any such consent or approval and (y) endeavor to provide Purchaser with the benefits under each Restricted Asset as if such Restricted Asset had been assigned to Purchaser (including by means of any licensing, operating, subcontracting, sublicensing or subleasing arrangement), if the same is permitted under the ACTIVE/123404471.12 applicable Restricted Asset and (ii) for the avoidance of doubt, Purchaser shall pay, perform or otherwise discharge all of the covenants and obligations of the Seller pursuant to each such Restricted Asset (in accordance with the respective terms and subject to the respective conditions thereof); provided, however, that Purchaser shall use its commercially reasonable efforts to assist and cooperate with the Seller in connection therewith; and, provided, further, that none of Seller or any its Affiliates shall be required to pay money to any Third Party (unless such amounts are agreed to be reimbursed by Purchaser), commence any litigation or offer or grant any material accommodation (financ...
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. (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.
Restricted Assets. 11 2.6 Post-Closing Adjustment ................................................ 14
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 Xxxx-Xxxxxx Act.
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) Buyer and Seller acknowledge that there are certain of Seller's Material Contracts, licenses, leases, permits, rights or other agreements or commitments which are not capable of being validly assigned, transferred or subleased without the consent or waiver of the issuer thereof or the other party thereto or a third person (including a government or governmental unit), or with respect to which such assignment, transfer or sublease or attempted assignment, transfer or sublease could constitute a breach thereof or a violation of a law, decree, order, regulation or other governmental edict (any such item is hereinafter referred to as a "Restricted Asset"). The receipt of the necessary consents and waivers for the assignment, transfer or sublease of the Restricted Assets is not a condition precedent to Buyer's obligations hereunder. If the necessary consents and waivers with respect to any Restricted Asset are not received on or before the Closing Date, this Agreement shall not constitute an assignment, transfer or sublease thereof, or an attempted assignment, transfer or sublease thereof; PROVIDED, HOWEVER, to the extent Seller may do so without incurring any liability whatsoever, Seller shall assign and Buyer shall assume the beneficial ownership and all rights and obligations under the Restricted Assets so Buyer can enjoy the practical benefits of such assets until they can be legally assigned by Seller and assumed by Buyer.
