Nonassignable Contracts definition

Nonassignable Contracts. Agreement shall have the meaning given to it in Section 2.2(c). Organic Document shall mean, with respect to a Person which is a corporation, its charter, its by-laws and all shareholder agreements, voting trusts and similar arrangements applicable to any of its capital stock and, with respect to a Person which is a partnership, its agreement and certificate of partnership, any agreements among partners, and any management and similar agreements between the partnership and any general partners (or any Affiliate thereof). PBGC shall mean the Pension Benefit Guaranty Corporation and any Entity succeeding to any or all of its functions under ERISA. Permitted Liens shall mean (a) Liens for current taxes not yet due and payable, (b) such imperfections of title, easements, encumbrances and mortgages or other Liens, if any, as are not, individually or in the aggregate, substantial in character, amount or extent and do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby, or otherwise materially impair the conduct of the Seller Business, and (c) such other Liens as are permitted by the provisions of this Agreement to be in place on the Closing Date. Person shall mean any natural individual or any Entity.
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Nonassignable Contracts. Agreement shall have the meaning given to it in Section 6.2(n). Note Agreement shall have the meaning given to it in the fifth Whereas paragraph. Organic Document shall mean, with respect to a Person which is a corporation, its charter, its by-laws and all shareholder agreements, voting trusts and similar arrangements applicable to any of its capital stock and, with respect to a Person which is a partnership, its agreement and certificate of partnership, any agreements among partners, and any management and similar agreements between the partnership and any general partners (or any Affiliate thereof). Other Agreement shall have the meaning given to it in the fourth Whereas paragraph.
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Nonassignable Contracts has the meaning assigned by Section 2.9.
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Examples of Nonassignable Contracts in a sentence

  • Notwithstanding any provision herein to the contrary, on the Effective Date, the Debtors shall retain all rights to the Non-assignable Contracts and shall use their reasonable best efforts to obtain any consent, approval or amendment, if any, required to novate, assume and/or assume and assign any Non-assignable Contract.

  • Nonassignable Contracts and Permits; Required Consents............

  • Notwithstanding anything to the contrary contained in this Agreement, to the extent that such consents are not obtained, or the benefits of such Nonassignable Contracts are not provided to Purchaser, Purchaser shall have no obligations with respect thereto.

  • With respect to any Nonassignable Contract for which the applicable consent of any Authority or other Person is not obtained prior to the Termination Date and for which ATS does not timely deliver an Acceptance Notice as described in the preceding sentence, Seller and ATS shall negotiate in good faith to reach an equitable sharing of the rights and obligations under such Nonassignable Contracts.

  • Note, Effect of Corporate Reorganization On Nonassignable Contracts, 74 Harv.

  • With respect to any Nonassignable Contract for which the applicable consent of any Authority or other Person is not obtained prior to the Termination Date and for which ATS does not timely deliver an Acceptance Notice as described in the preceding sentence, CSD and ATS shall negotiate in good faith to reach an equitable sharing of the rights and obligations under such Nonassignable Contracts.

  • Buyer shall be responsible only for the liabilities or obligations arising out of the Nonassignable Contracts or Authorizations listed on Schedule 2.2 to the extent they are assigned or transferred to Buyer pursuant to the terms of this Agreement or Buyer is provided with the benefits, claims, and rights under such Nonassignable Contracts or Authorizations.

  • Sellers and Shareholders shall have obtained and delivered to the Purchaser and Autobytel, written Consents, in form and substance reasonably satisfactory to the Purchaser and Autobytel, for the Nonassignable Contracts and all other Consents referenced in Section 3.4(b) of the Disclosure Schedule and designated therein as a “Consent Required For Closing” (collectively the “Required Consents”).

  • Smith, Article 9 in Revision: A Proposal for Permitting Security Interests in Nonassignable Contracts and Permits, 28 Loy.

  • Notwithstanding the foregoing, only the Required Consents shall be a condition to the Closing, provided that Sellers shall use commercially reasonably efforts to obtain all Consents to Nonassignable Contracts before the Closing, and provided further that Sellers shall be and remain obligated to obtain after the Closing as provided in this Section 2.1(b) any such Consents that are not obtained before the Closing.


More Definitions of Nonassignable Contracts

Nonassignable Contracts means any Contract listed on Schedule 1.1(d).
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Nonassignable Contracts. Agreement shall have the meaning given to it in Section 6.2(i).
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Nonassignable Contracts. As defined in Section 1.4(b).
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Nonassignable Contracts has the meaning specified in Section 2.3.1. ----------------------- -------------
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Nonassignable Contracts shall have the meaning set forth in SECTION 2.8.
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Related to Nonassignable Contracts

  • Non-Assignable Contract means any agreement, contract or license to which any Grantor is a party that by its terms purports to restrict or prevent the assignment or granting of a security interest therein (either by its terms or by any federal or state statutory prohibition or otherwise irrespective of whether such prohibition or restriction is enforceable under Section 9-406 through 409 of the UCC).

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Assumed Contract means any Executory Contract or Unexpired Lease assumed by the Reorganized Debtors in accordance with Article V of the Plan.

  • Applicable Contracts has the meaning set forth in Section 2.1(d).

  • IP Agreements means all material Copyright Licenses, Patent Licenses, Trademark Licenses, and all other agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any material Intellectual Property to which a Pledgor, now or hereafter, is a party or a beneficiary, including, without limitation, the agreements set forth on Schedule III hereto.

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Seller Contracts means all contracts or agreements to which Seller is a party or to which any of its material assets are bound.

  • Assigned Contract has the meaning set forth in Section 2.2.

  • Shared Contracts means agreements, arrangements, commitments or understandings, whether or not in writing, between one or more members of the Publishing Group and / or one or more members of the Distributing Group, on the one hand, and any Third Parties, on the other hand, that are used in the conduct of, or directly benefit or burden, either (i) both the Distributing Business and the Publishing Business or (ii) the Business of a Group not party thereto.

  • Company Contracts has the meaning set forth in Section 3.13(a).

  • Inbound Licenses means, collectively, any Contract (including covenants not to xxx) or other permission pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s IP, or any Contract pursuant to which Seller obtains a right to access or exploit a Person’s IP in the form of commercially available object code software or services, such as a software as a services Contract or a cloud services Contract.

  • Related Contracts is defined in clause (c) of Section 2.1.

  • IP Licenses means all licenses and other agreements held by any of Sellers or any of the Retained Subsidiaries allowing them to use the intellectual property of others, including without limitation, software licenses.

  • Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • Assignable Loan means a Loan that is capable of being assigned or novated to, at a minimum, commercial banks or financial institutions (irrespective of their jurisdiction of organization) that are not then a lender or a member of the relevant lending syndicate, without the consent of the Reference Entity or the guarantor, if any, of such Loan (or the consent of the applicable borrower if the Reference Entity is guaranteeing such Loan) or any agent;

  • Personal Property Leases has the meaning set forth in Section 2.1(e).

  • Affiliate Contracts shall have the meaning provided in Section 4.05.

  • Hotel Contracts shall have the meaning set forth in Section 10.2(d).

  • Scheduled Contracts has the meaning set forth in Section 4.16.

  • IT Contracts means the contracts (whether or not in writing and including those currently being negotiated) under which any third party provides or will provide any element of, or services relating to, the IT Assets, including leasing, hire purchase, licensing, maintenance, website hosting, outsourcing, security, back-up, disaster recovery, insurance, cloud computing and other types of services agreements.

  • Material Contracts has the meaning set forth in Section 3.09(a).

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Service Contracts means contracts or agreements, such as maintenance, supply, service or utility contracts.