Third Party Assignments Clause Samples

Third Party Assignments. To the extent that any of the Leases, Assumed Contracts, Licenses or other rights or commitments of any Seller or any of its Affiliates that this Agreement contemplates are to be transferred or assigned to a Purchaser are not transferable or assignable without the waiver, consent, approval or authorization of the other parties to such Leases, Assumed Contracts, Licenses or other rights or commitments (for purposes of this Section 4.2, "Special Agreements and Rights"), then neither this Agreement nor any agreement, document or instrument delivered pursuant to this Agreement shall constitute a transfer or assignment or an attempted transfer or assignment of such Special Agreements and Rights if such, waiver, consent, approval or authorization is not obtained. If such waiver, consent, approval or authorization shall not be obtained prior to the Closing, Sellers agree, and shall cause their respective Affiliates to agree, to cooperate with Purchasers in any reasonable arrangement designed to provide for the applicable Purchaser the claims, rights or benefits under any such Special Agreements and Rights to the fullest extent not prohibited by Applicable Law or such Special Agreements and Rights, including purchasing under outstanding purchase orders and reselling to the applicable Purchaser, at invoice price (without any charge for such services) or exercising rights with respect to the Purchased Assets (whether under agreements which provide for indemnification with parties from whom any Seller or any of its Affiliates acquired such rights or otherwise). In such event, Sellers will, and shall cause their respective Affiliates to, promptly pay, assign and remit to the applicable Purchaser (or one of its Affiliates) when received by it under any of the Special Agreements and Rights any claim, right or benefit arising thereunder and not transferred pursuant to this Section 4.2. Furthermore, if the third party with respect to any Special Agreements and Rights subsequently consents to the assignment of such Lease, Assumed Contract, Permit or other right or commitment to a Purchaser, the applicable Seller shall, and shall cause its Affiliates to, assign to the applicable Purchaser, and the applicable Purchaser shall assume and agree to perform all liabilities and obligations arising thereunder after the date of such consent, at which time such Special Agreements and Rights shall be deemed a Purchased Asset, without the payment of further consideration, and the oblig...

Third Party Assignments. I agree to assign all my right, title and interest in and to any particular Company Invention to a third party as directed by the Company.

Third Party Assignments. If the rights to any subject matter to which a license is granted under an executed Car Model Assignment and License Agreement is assigned by a Party to any Third Party, such Party shall ensure that said license is binding also upon the Third Party.

Third Party Assignments. To the extent that any of the Contract Rights and Permits that this Agreement contemplates are to be assigned to Purchaser are not assignable without the consent of a third party (for purposes of this Section 4.1, "Special Agreements and Rights"), neither this Agreement nor any agreement, document or instrument delivered pursuant to this Agreement shall constitute an assignment or an attempted assignment of such Special Agreements and Rights if such consent is not obtained. If such consent shall not be obtained, Seller shall cooperate in any reasonable arrangement designed to provide for Purchaser the benefits under any such Special Agreements and Rights, provided, however, any third party expense associated with acquiring such rights or permits will be for the sole account of Purchaser. Specifically, Seller and Purchaser agree to work cooperatively to assign Seller's interest in the Leases for the Business' locations at Carson, California and Parsippany, New Jersey. If the landlords at either of said locations refuse to consent to such an assignment, Seller and Purchaser will work to provide an assignment (or sublease) of said Leases to Purchaser on substantially the same terms and conditions governing Seller's tenancy. If within 90 days following the Closing Date, Seller is unable to obtain such an assignment (or sublease) of the Leases or any other significant contract, Seller shall notify Buyer and the parties agree to negotiate in good faith to achieve an equitable resolution.

Third Party Assignments. In addition to the assignments to Developer Affiliates described in subsection (a) above, Developer has also made the following assignments which have been approved by the City pursuant to Section 5.01 of the Agreement: