Nonassignable Asset definition

Nonassignable Asset has the meaning set forth in Section 2.3(a).

Nonassignable Asset shall have the meaning ascribed to such term in Section 2.5(c) of this Agreement.

Nonassignable Asset has the meaning specified in Section 2.7 hereof.

Examples of Nonassignable Asset in a sentence

• For the avoidance of doubt, the designation of an Asset as a Nonassignable Asset does not render it an Excluded Asset.

• When and if any such consents are obtained, to the extent permitted by Applicable Law and the terms of the applicable Nonassignable Asset, the assignment of the Nonassignable Asset subject thereto shall become effective automatically as of the date hereof, without further action on the part of any party.

• For the avoidance of doubt, the designation of a Transferred Asset as a Nonassignable Asset does not render it an Excluded Asset.

• In the event such amendment is not obtained prior to the Closing Date, then such Shared Contract shall be deemed to be a Nonassignable Asset in accordance with this Section 2.6 (provided, however, that, in connection with such Nonassignable Asset, Buyer shall have no obligation to perform any of the obligations with respect to products other than Engenio Products).

• For so long as Seller is deemed to hold any Purchased Asset pursuant to the foregoing sentence, Seller shall not amend, modify or otherwise alter any material terms of any Purchased Asset that is a Nonassignable Asset without Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

More Definitions of Nonassignable Asset

Nonassignable Asset has the meaning set forth in Section 1.3(a).

Nonassignable Asset has the meaning specified in Section 2.7 hereof. -------------------

Nonassignable Asset means any asset included in the Property whose sale, conveyance, transfer, assignment or delivery is not permitted, or is not permitted without the consent of any other person or party (including any governmental, regulatory or administrative authority) other than consents, approvals, permits or authorizations contemplated by Section 8.

Nonassignable Asset shall have the meaning given in Section 14.13.

Nonassignable Asset means any asset used in the Outdoor Advertising Business whose sale, conveyance, transfer, assignment or delivery is not permitted, or is not permitted without the consent of any other person or party (including any governmental, regulatory or administrative authority) other than consents, approvals, permits or authorizations contemplated by Section 6.04. The Purchase Price shall not be subject to adjustment or revision, and Buyer shall not be entitled to any repayment, refund or other compensation, with respect to such Nonassignable Asset. The Seller shall, to the maximum extent permitted by law or any terms or limitations pertaining to such Nonassignable Asset, use its reasonable efforts to obtain for the Buyer the benefits thereunder, and shall cooperate with Buyer in any reasonable arrangement designed to provide such benefits to Buyer, including any sublease or subcontract or similar arrangement; provided, however, that Seller shall not be required to make any payments or incur any obligations in connection with such arrangements.

Nonassignable Asset shall have the meaning set forth in Section 1.2(c). “Open Source Software” means any Software subject to: (i) any so-called “open source”, “copyleft”, “freeware” or “general public” license (including the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), the GNU Affero General Public License, Mozilla Public License (MPL), BSD licenses, the Artistic License (e.g., PERL), the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL), QT Free Edition License, IBM Public License, Bitkeeper and the Apache License); and (ii) any license that is substantially similar to those listed at xxxx://xxx.xxxxxxxxxx.xxx/licenses/ or that meets the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation). “Orders” shall mean any order, writ, injunction, decision, judgment, ruling, plan or decree of any Governmental Entity. “Parent” shall have the meaning set forth in the preamble of this Agreement. “Party” or “Parties” shall mean Parent, Vectron and/or Buyer, as the case may be. “Patents” shall mean issued U.S. and foreign patents and pending patent applications, patent disclosures, and any and all divisions, continuations, continuations-in-part, reissues, reexaminations, and extensions thereof, certificates of invention and similar statutory rights, including in each case all inventions and improvements described therein. “Periodic Taxes” shall have the meaning set forth in Section 5.1(a)(ii). “Permitted Liens” shall mean (a) Liens for Taxes not yet due and payable or being contested in good faith by appropriate Proceedings and for which appropriate reserves have been made, (b) Liens as reflected in title records relating to Acquired Real Property that do not materially impair the use or value of the Acquired Real Property to which they relate, (c) Liens arising from products purchased from third parties under a retention of title or similar reservation, (d) Liens of landlords or mechanic’s, material men’s, repairman’s or similar Liens arising in the ordinary course of business with respect to obligations that are not more than one

Nonassignable Asset has the meaning set forth in Section 7.19(b)(i).