Nonassignable Items definition

Nonassignable Items has the meaning specified in Section 2.5(b).
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Nonassignable Items shall have the meaning set forth in Section 2.5(b).
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Nonassignable Items has the meaning set forth in Section 1.8.
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Examples of Nonassignable Items in a sentence

  • Transferor shall use its best efforts and Transferee shall cooperate in all reasonable respects with Transferor to obtain and satisfy all Consents and to resolve all impracticalities of conveyance, assignment, sublease or transfer necessary to convey to Transferee all Nonassignable Items.

  • Seller shall use reasonable efforts (and Buyer shall cooperate in all reasonable respects with Seller) to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, or transfer necessary to convey to Buyer all Nonassignable Items.

  • If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, or transfer would be ineffective, Seller shall enter into such arrangements (including related written agreements) as Buyer may reasonably request to provide Buyer with the benefit of the Nonassignable Items.

  • Upon the request of either of the Seller Parties or Buyer, each of the parties hereto will execute and deliver such other bills of sale, assignments and other instruments as may be reasonably requested by any party to effect the sale, conveyance and delivery of the Purchased Assets to Buyer including any Nonassignable Items subject to Section 4.5(c).

  • Chadmoore shall use its commercially reasonable efforts and Nextel and Acquisition Sub shall cooperate in seeking to obtain all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Nextel or Acquisition Sub all Nonassignable Items without any change to the terms of such items.

  • Seller shall use its commercially reasonable efforts and Buyer shall cooperate in all reasonable respects with Seller to obtain and satisfy all of the consents listed on Schedule 3.2(g) and to resolve all impracticalities of sale, transfer, conveyance, assignment and delivery necessary to convey to Buyer all Nonassignable Items.

  • If any such Consents are not obtained and satisfied or if an attempted sale, conveyance, assignment, sublease or transfer would be ineffective, the Company and its Affiliates shall enter into such lawful arrangements (including related written agreements), at the Company’s sole cost and expense, as Buyer may reasonably request to provide Buyer with the benefit of the Nonassignable Items.

  • Seller shall use its best efforts and Buyer shall cooperate in all reasonable respects with Seller to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer all Nonassignable Items.

  • The Sellers shall use their best efforts and the Purchaser shall cooperate in all reasonable respects with the Sellers to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, or transfer necessary to convey to Purchaser all Nonassignable Items listed on Section 1.8 of the Disclosure Statement.

  • To the extent permitted by applicable Law, in the event the relevant consents cannot be obtained, such Nonassignable Items will be held, as and from the Closing Date, by the Seller in trust for the Buyer and the covenants and obligations thereunder will be performed by the Buyer in the Seller's name and all benefits and obligations thereunder will be for the Buyer's account.


More Definitions of Nonassignable Items

Nonassignable Items. As defined in Section 1.4(a). Nonassignable Permits. Those Permits specifically identified as nonassignable and listed in Schedule 3.20.
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Related to Nonassignable Items

  • WTO GPA country construction material means a construction material that—

  • Transferred Intellectual Property means all the Intellectual Property Related to the Business owned by (“Owned Transferred IP”), or licensed to (“Licensed Transferred IP”), any Seller or any Affiliate Seller in each case except as set forth on Schedule Q.

  • Transferred Technology has the meaning set forth in Section 2.3(a).

  • Excluded Personal Property has the meaning set forth in Section 2.2(c).

  • Permitted Licenses are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.