Transfer of Agreements; Consent Sample Clauses

Transfer of Agreements; Consent. On or prior to the Distribution Date:
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Transfer of Agreements; Consent. (i) Xxxx hereby agrees that at or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.01(d) and the terms of the Ancillary Agreements, it will, and it will cause its Subsidiaries (other than Arch or any of its Subsidiaries) to, assign, transfer and convey to Arch or to one of Arch's designated Subsidiaries all of Olin's and each such Sub sidiary's respective right, title and interest in and to all Exclusive Assigned Contracts. Arch hereby agrees that at or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.01(d) and the terms of the Ancillary Agreements, it will, and will cause its Subsidiaries to, assign, transfer and convey to Xxxx or to one of Olin's designated Subsidiaries (other than Arch or its Subsidiaries) all of Arch's and each such Subsidiary's respective right, title and interest in all Contracts that do not constitute Assigned Contracts.
Sample 1
Transfer of Agreements; Consent. (i) Xxxx hereby agrees that at -------------------------------- or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.01(c) and the terms of the Ancillary Agreements, it will, and it will cause its Subsidiaries (other than Arch or any of its Subsidiaries) to, assign, transfer and convey to Arch (or to one of Arch's designated Subsidiaries) all of Olin's and each such Sub sidiary's respective right, title and interest in and to all Exclusive Assigned Contracts.
Sample 1
Transfer of Agreements; Consent. On or prior to the Distribution Date: (a) OCWEN shall Transfer or cause to be Transferred all of the rights, title and interest in and to all of the Exclusive Assigned Contracts to ALTISOURCE. (b) Subject to the provisions of this Section 2.04 and the terms of the Ancillary Agreements, with respect to Partial Assigned Contracts, (i) OCWEN shall use reasonable efforts to cause each such Partial Assigned Contract to be divided into separate contracts for each of the OCWEN Business and the ALTISOURCE Business or (ii) if such a division is not possible, OCWEN shall cause the ALTISOURCE Portion of such Partial Assigned Contract to be assigned to ALTISOURCE, or otherwise to cause the same economic and business terms to govern with respect to such ALTISOURCE Portion (by subcontract, sublicense or otherwise). (c) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or the assignee (the “Assignee”) thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any alternative arrangement designed to provide for the Assignee the benefits of, and to permit the Assignee to assume liabilities under, any such Assigned Contract. The Parties shall use commercially reasonable efforts (which shall not require the payment of money to the counterparty to any such Assigned Contract) to obtain required consents to assignment of Assigned Contracts hereunder. Section 2.05
Sample 1

Related to Transfer of Agreements; Consent

  • Transfer of Agreement 9.1 Unless with the prior consent from the Pledgee, the Pledgor has no right to grant or transfer any of his rights and obligations hereunder.

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.

  • Merger of Agreement This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

  • Transfer of Rights This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

  • Amendments to Rights Agreement The Rights Agreement is hereby amended as follows:

  • Authorization of Agreement, Etc The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.

  • Authorization of Agreements, Etc (a) The execution and delivery by the Company of this Agreement and the other Transaction Documents, the performance by the Company of its obligations hereunder and thereunder, the issuance, sale and delivery of the Senior Notes and the Warrants and the issuance and delivery of the Conversion Shares have been duly authorized by all requisite corporate action and will not (i) violate any provision of any law applicable to the Company, any order of any court or other agency of government applicable to the Company, (ii) violate the Charter, or the By-laws of the Company, as amended (the “By-laws”) or (iii) violate any provision of any indenture, agreement or other instrument to which the Company is party or by which the Company is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company.

  • Transfer of Permits Seller will use its best efforts to assist Buyer to effect the assignment or other transfer of Permits from Seller to Buyer as of or as soon as practicable after the Closing Date.

  • Authorization to Modify Restrictions It is the intention of the parties that the provisions of Article IV hereof shall be enforceable to the fullest extent permissible under applicable law, but that the unenforceability (or modification to conform to such law) of any provision or provisions hereof shall not render unenforceable, or impair, the remainder thereof. If any provision or provisions hereof shall be deemed invalid or unenforceable, either in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the offending provision or provisions and to alter the bounds thereof in order to render it valid and enforceable.

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