Unassignable Contracts definition

Unassignable Contracts has the meaning set forth in Section 1.8.
Unassignable Contracts means any agreement, contract or other ---------------------- arrangement entered into prior to the Effective Date between Company and any of its customers for the provision of Continuing Obligations, which agreement, contract or other arrangement is not assigned to Supplier pursuant to the Asset Purchase Agreement (or any collateral documents related thereto), as such agreement, contract or other arrangement may from time to time be amended, supplemented or modified with the consent of Supplier pursuant to Article ------- 2.0 hereof or renewed pursuant to Article 5.0(b) hereof. --- --------------
Unassignable Contracts means contracts, agreements, orders, commitments and other engagements of Triant Holdings or its Subsidiaries with third parties existing prior to the Closing Date which are not assignable by Triant Holdings or its Subsidiaries to the Buyer without the consent of the other party thereto, and which are void or voidable or terminate or are terminatable in the event such consent is not obtained, and for which such consent is not obtained prior to the Closing Date.

Examples of Unassignable Contracts in a sentence

  • From and after the Closing, Triant Holdings and the Seller shall hold the rights, benefits and remedies under the Unassignable Contracts for the benefit of the Buyer for the balance of their unexpired terms.

  • S&N US hereby agrees to indemnify and save harmless Westaim from any and all Damages incurred by Westaim in respect of any act or omission relating to the Unassignable Contracts caused by S&N US that arises any time after the Closing Date, in accordance with Article 6.

  • The Buyer shall perform the remaining obligations under the Unassignable Contracts to the same extent as required hereunder with respect to the contracts among the Assumed Liabilities.

  • Seller shall use all reasonable efforts to obtain the consent of all necessary third parties to the transfer or assignment to Purchaser pursuant to this Agreement of all Unassignable Contracts.

  • Correct and complete copies of all provisions of the Unassignable Contracts that are relevant to the performance of Supplier's obligations under this Agreement shall have been delivered to Supplier on or prior to the Effective Date.

  • Triant Holdings and the Seller shall use their commercially reasonable efforts to assign and transfer at the earliest time the Unassignable Contracts to the Buyer.

  • Seller acknowledges that the inability to assign any of the Unassignable Contracts shall not relieve 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.

  • If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Buyer thereunder, Seller shall, until the later of six months from the Closing Date and the date of dissolution of such Seller, cooperate with Buyer in any arrangement requested by Buyer to provide for Buyer's rights and benefits under any or all of such Unassignable Contracts.

  • Following such period, for all Contracts that Seller and its Subsidiaries have not been able to obtain such consent other than Unassignable Contracts, Seller and its Subsidiaries shall assign such Contracts to Purchaser or its Subsidiaries, and it shall be the responsibility of Purchaser to continue to obtain the necessary consents to such assigned Contracts.

  • Buyer and Seller acknowledge that certain of the Seller Contracts may not, by their terms or under applicable law, be assignable without obtaining third-party consents or approvals (collectively, "Unassignable Contracts").


More Definitions of Unassignable Contracts

Unassignable Contracts shall have the meaning ascribed to it in Section 4.4(c).
Unassignable Contracts has the meaning contained in the Software License and ---------------------- Services Master Agreement. APPENDIX B ASSIGNED SOFTWARE

Related to Unassignable 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).

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

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

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

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

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

  • 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.

  • Project Contracts means collectively this Agreement, the Land Lease Agreement, the Construction Contract, O&M Contracts (if any) and any other material contract (other than the Financing Documents) entered into or may hereafter be entered into by the Concessionaire in connection with the Project;

  • Initial Contracts means those Contracts conveyed to the Trust on the Closing Date.

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

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

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

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

  • 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.

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

  • 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;

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

  • Assigned Leases has the meaning specified in Section 2.01(b).

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

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

  • 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.

  • Specified Contracts has the meaning set forth in Section 4.13(a).

  • Terminated Contracts has the meaning set forth in Section 5.6(a).

  • Equipment Leases has the meaning set forth in Section 2.1.9.