Unassignable Contract definition

Unassignable Contract has the meaning set forth in Section 2.4(a).
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Unassignable Contract is defined in Section 6.11.
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Unassignable Contract is defined in Section 2.3.
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Examples of Unassignable Contract in a sentence

  • Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Unassignable Contract if an attempted assignment thereof, without the consent of a third-party thereto, would constitute a breach thereof.

  • With respect to each Unassignable Contract, until consent to assign such contract is obtained, or in the event such consent is never obtained, Seller and Purchaser shall cooperate in any reasonable arrangements designed to provide for Purchaser, to the maximum extent possible, the benefits thereunder, including, without limitation, enforcement for the benefit of Purchaser of any and all rights of Seller against such third party arising out of cancellation by such third party or otherwise.

  • Any assignment to Buyer by Seller of any Unassignable Contract or any claim or right or any benefit arising thereunder or resulting therefrom which shall require the consent of any third party, shall be made subject to such consent being obtained.

  • Each of Sellers acknowledges that the inability to assign any of the Unassignable Contracts shall not relieve any Seller of the obligation to sell and deliver such of the Acquired Assets as shall be tangible and/or capable of being delivered or otherwise assignable as long as the compliance with such obligation does not put any Seller in breach of any such Unassignable Contract.

  • Any transfer or assignment to Purchaser or any of its Subsidiaries (including the FS Subsidiaries) of any Unassignable Contract or any claim or right or any benefit arising thereunder or resulting therefrom which shall require the consent of any third party, shall be made subject to such consent being obtained.

  • This Agreement shall not be deemed to constitute an assignment of any such Unassignable Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Unassignable Contract, and, except as contemplated by this Section 4.6, Buyer shall assume no obligations or liabilities under any such Unassignable Contract.

  • For purposes of this Section 6.4(d), if any Unassignable Contract contains a provision that allows the Third Party to such Unassignable Contract to terminate it unilaterally, without cause, any adjustments to the Initial Purchase Price set forth above will be calculated under the assumption that the Third Party to such Unassignable Contract has given notice of such termination on the Closing Date.

  • The transaction contemplated by this LOI and the Definitive Agreement to be prepared therefore involves purchase of the Assets (the "Acquisition").

  • FCF and CNIFP shall otherwise take all reasonable steps and shall cooperate with each other to secure the separation of such Unassignable Contract as soon as practicable.

  • FCF shall use its reasonable endeavours to provide all reasonable assistance (but without being required to provide any guarantee or make any payment to any other contractual party) requested by CNIFP from time to time to enable CNIFP to replace any Unassignable Contract with a new contract with the relevant contractual party or parties.

Related to Unassignable Contract

  • 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).

  • 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;

  • Assumed Contract has the meaning set forth in Section 2.1(b)(iv).

  • Assigned Contract shall have the meaning set forth in Section 1.1(b).

  • sub-contract means the primary contractor’s assigning, leasing, making out work to, or employing, another person to support such primary contractor in the execution of part of a project in terms of the contract;

  • Parties to the Contract means the ‘The Vendor’ and the Purchaser as named in the main body of the Purchase Order.

  • Shared Contract shall have the meaning set forth in Section 2.8(a).

  • Applicable Contracts has the meaning set forth in Section 2.15(a).

  • Applicable Contract any Contract (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound.

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

  • Service Contract means, with respect to a Financed Vehicle, the agreement, if any, financed under the related Receivable that provides for the repair of such Financed Vehicle.

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

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

  • public works contract means any agreement between any individual, firm or corporation and the State or any political subdivision of the State other than a municipality for construction, rehabilitation, conversion, extension, demolition or repair of a public building, highway or other changes or improvements in real property, or which is financed in whole or in part by the State, including, but not limited to, matching expenditures, grants, loans, insurance or guarantees.

  • CFD Contract or "CFD" shall mean a contract which is a contract for difference by reference to fluctuations in the price of the relevant security or index;

  • Employee assigned to the contract means an employee who was hired after November 6, 1986, who is directly performing work, in the United States. An employee is not considered to be directly performing work under a contract if the employee—

  • Related Contract means: (i) in relation to the SwapClear Service, a RelatedSwapClear Contract (as such term is defined in the Procedures); (ii) in relation to the RepoClear Service, a Related RepoClear Contract (as such term is defined in the Procedures); (iii) in relation to the ForexClear Service, a Related ForexClear Contract (as such term is defined in the Procedures); (iv) in relation to the EquityClear Service, a Related EquityClear Contract (as such term is defined in the Procedures); (v) in relation to the Listed Interest Rates Service, a Related Listed Interest Rates Contract (as such term is defined in the Procedures)"Relevant Auction Contract"has the meaning given to the term in the Client Clearing Annex"Relevant Business"has the meaning as described in Default Rule 15(c)"Relevant Client Clearing Business"means the Client Clearing Business conducted by a particular Clearing Member in a particular Service"Relevant Contract"has the meaning assigned to it in the Client Clearing Annex"Relevant Default"has the meaning ascribed to it in Rule S1 of Part A of the Rates Service Default Fund Supplement - SwapClear, Rule F2 of the ForexClear Default Fund Supplement or Rule R2 of the RepoClear Default Fund Supplement, as applicable"Relevant FX Amounts"means, in respect of a ForexClear Option Clearing Member and a day, all amounts that are due to be received by such ForexClear Option Clearing Member on such day under a ForexClear Option Contract, ForexClear Swap Contract, ForexClear Deliverable Forward Contract and/or ForexClear Spot Contract in any ForexClear Currency"Relevant FX Liability"has the meaning assigned to it in Regulation 101"re-opening contract"means a contract arising pursuant to Regulation 30(b) or 30(c)"RepoClear Additional Payments Cap"means, in respect of a RCM on any date, an amount equal to the Clearing Member Current Collateral Balance of that RCM in connection with its RepoClear Business as at the date of the Default causing losses leading to an Insufficient Resources Determination (or, where such an Insufficient Resources Determination is made following concurrent Defaults, the date of the earliest Default)"RepoClear Business"means any transaction, obligation or liability arising out of any Fixed Income Contract

  • Deemed Contract means a contract which is deemed to have automatically been formed when we supply gas or electricity to your property where you have not actively agreed to a new supply of gas and/or electricity from us;

  • Property Agreements means all agreements, grants of easements and/or rights-of-way, reciprocal easement agreements, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, parking agreements, party wall agreements or other instruments affecting the Property, including, without limitation any agreements with Pad Owners, but not including any brokerage agreements, management agreements, service contracts, Space Leases or the Loan Documents.

  • Open Contract means a Contract which has not been closed out and which has not yet matured;

  • Shared Contracts has the meaning specified in Section 4.12(b).

  • Project Contract means any contract between the District or the Corporation and any contractor or vendor regarding the construction, production or other acquisition or installation of any part of an Acquisition Project.

  • Permits and Licenses means any approval, consent, license, permit, waiver, exception, variance or other authorization issued, granted, given, or otherwise made available by or under the authority of a government or governmental agency or under any applicable law, regulation, rule or order.

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

  • Continuing Contract means a contract for Professional Services entered into in accordance with Section 287.055 of the Florida Statutes, between the District and a firm, whereby the firm provides Professional Services to the District for projects in which the costs do not exceed two million dollars ($2,000,000), for a study activity when the fee for such Professional Services to the District does not exceed two hundred thousand dollars ($200,000), or for work of a specified nature as outlined in the contract with the District, with no time limitation except that the contract must provide a termination clause (for example, a contract for general District engineering services). Firms providing Professional Services under Continuing Contracts shall not be required to bid against one another.

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