Examples of Unassigned Contracts in a sentence
Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall not constitute an agreement to transfer, sell or otherwise assign any instrument, contract, lease, license, permit or other agreement or arrangement which is not permitted to be assigned in connection with a transaction of the type contemplated by this Agreement (collectively, the "Unassigned Contracts").
Notwithstanding anything to the -------------------- contrary contained in this Agreement, this Agreement shall not constitute an agreement to transfer, sell or otherwise assign any instrument, contract, lease, license, permit or other agreement or arrangement which is not permitted to be assigned in connection with a transaction of the type contemplated by this Agreement (collectively, the "Unassigned Contracts").
To the extent permitted under the terms of each Unassigned Contract, the beneficial interest in and to each Unassigned Contract shall in any event pass to Company at the Closing, and each of Cemex and RMUSA, as the case may be, covenants and agrees to cooperate with Company in any lawful and economically reasonable arrangement to provide Company with Cemex's or RMUSA's, as the case may be, entire interest in the benefits under each of the Unassigned Contracts.
Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall not constitute an agreement to transfer, sell or otherwise assign any instrument, Contract, license or Permit of the Cemex Business or the RMUSA Business which would otherwise be a Transferred Asset but which is not permitted to be assigned in connection with a transaction of the type contemplated by this Agreement (collectively, the "Unassigned Contracts").
The Seller agrees to indemnify the Purchaser and hold it harmless against any Losses which the Purchaser may suffer, sustain or become subject to, as a result of any claims by any party to any of the Unassigned Contracts for breach of contract in connection with the consummation of the transactions contemplated by this Agreement.
For clarity, Asana shall not be obligated to enter into any supply arrangements for the Licensed Product (or any component thereof) other than the Unassigned Contracts, or to obtain Licensed Products (or any component thereof) other than pursuant to the Unassigned Contracts, to satisfy its supply obligations under this Section 4.3.
The beneficial interest -------------------- in and to each Unassigned Contract shall in any event pass to the Purchaser at the Closing; and the Seller covenants and agrees to cooperate with the Purchaser in any lawful and economically feasible arrangement to provide the Purchaser with the Seller's entire interest in the benefits under each of the Unassigned Contracts.
At the Closing, Seller shall deliver and transfer title to the Assets other than the Unassigned Contracts to Purchaser free, clear and discharged of and from any and all Liens.
Cemex or RMUSA, as the case may be, shall exercise or exploit its rights and options under all such Unassigned Contracts referred to in this Section 4.4 only as reasonably directed by Company; provided, that Company shall be responsible for any liability incurred by Cemex or RMUSA, as the case may be, pursuant to such direction and, provided, further, that Company shall not direct Cemex or RMUSA, as the case may be, not to attempt to obtain a Required Contractual Consent for an Unassigned Contract.
Transfer of title on the Closing Date, by Seller to Purchaser, of the Assets other than the Unassigned Contracts, free and clear of all Liens, including the Existing Liens, and delivery of the Assets on the Closing Date, free and clear of all Liens, including the Existing Liens.