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. 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 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. 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. 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 the other requirements set forth in this Indenture, in the event that any Collateral Obligation or other Asset is required to be sold pursuant to clause (e) above (in the event of an Optional Redemption of all of the Secured Notes), clause (k) or clause (m) of this Section 12.1, the Collateral Manager may notify the Issuer and the Trustee of any such Collateral Obligation or other Asset that, pursuant to the Collateral Manager’s internal policies and procedures, the Collateral Manager is restricted from transacting in (any such Asset, a “Restricted Asset”). Upon receiving any such notice of a Restricted Asset, the Issuer shall direct the Trustee to engage a broker or other third party experienced in transacting with assets similar to such Restricted Asset to sell such Restricted Asset on behalf of the Issuer and the Collateral Manager will be released from any obligations with respect to the disposition of such Restricted Asset. Neither the Collateral Manager nor the Trustee will incur any liability for any sale of any Restricted Asset. The fees and expenses of any third party engaged pursuant to this Section 12.1(n) are payable as Administrative Expenses.
