Assignment of Contracts and Permits Clause Samples
The Assignment of Contracts and Permits clause governs the transfer of rights and obligations under existing contracts and permits from one party to another, typically in the context of a business sale or asset transfer. This clause outlines the process by which the seller must assign, and the buyer must assume, relevant agreements and regulatory approvals necessary for ongoing operations. It often requires obtaining third-party consents or meeting specific conditions before assignments can be completed. The core function of this clause is to ensure that the buyer can seamlessly continue the business without interruption, while clarifying the responsibilities for securing necessary approvals and managing any risks associated with the transfer.
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Assignment of Contracts and Permits. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Purchased Asset and associated Assumed Liability or any claim, right, benefit, burden or cost arising thereunder or resulting therefrom if any assignment or transfer or attempt to make such an assignment or transfer (i) would be prohibited by Law or (ii) is not permitted without the consent, approval or waiver of, or notice to, a third party or would constitute a breach or violation thereof or affect adversely the rights of the Buyer or Seller thereunder unless and until such consent, approval or waiver is obtained or notice is provided. Prior to the Closing, Seller shall provide, or cause to be provided, all commercially reasonable assistance to Buyer (not including the payment of any consideration) reasonably requested by Buyer to secure any such Consents from third parties.
(b) If the Closing occurs and the circumstances described in the Section 7.9(a) exist, then Buyer and Seller agree to use their commercially reasonable efforts to obtain such Consent and, for the avoidance of doubt, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. To the extent any such required Consent is not so obtained, Buyer and Seller agree to use their commercially reasonable efforts to provide Buyer all of the practical economic claims, rights and benefits arising under such Purchased Asset (whether by subcontracting or otherwise) and Buyer agrees to satisfy all Assumed Liabilities arising from such Purchased Asset, so that, in any case, Buyer shall be solely responsible for such Assumed Liabilities from and after the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration for any such Consent. Buyer will bear any related economic burden resulting from the implementation of any such alternative arrangements pursuant to this Section 7.9(b). To the extent permitted by applicable Law, Seller shall (and shall cause its Affiliates to) exercise, enforce and exploit, only at the direction and cost of and for the benefit of Buyer any and all claims, rights and benefits associated with such Purchased Asset. Once the Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Purchased Asset is obtained, Seller shall promptly assign, transfer, convey and deliver such Purchased Asset to Buyer, and Buyer shall...
Assignment of Contracts and Permits. A collateral assignment of all contracts, including, but not limited to, development contracts, operating agreements, licenses, insurance proceeds, management agreements, and other agreements and plans, specifications and permits affecting the Property from Borrower.
Assignment of Contracts and Permits. An Assignment of Contracts and Permits, in form reasonably satisfactory to Buyer, conveying the Contracts and Permits to Buyer, together with the consent of all parties having a right to consent to such Assignment, however failure to obtain consent is not a default.
Assignment of Contracts and Permits. (a) Subject to the terms and conditions of this Agreement, at and as of the Closing, U.S. Seller shall assign and transfer to U.S. Purchaser all of U.S. Seller's right, title and interest in and to, and U.S. Purchaser shall take assignment of, (i) all of the Contracts to which U.S. Seller is a party and which relate to, in whole or in part, other Assets or which are used in or held for use in, or which relate to, in whole or in part, the Business and (ii) all of the Permits of U.S. Seller which relate to, in whole or in part, other Assets or which are used or held for use in, or relate to, in whole or in part, the Business and which are transferable, including the following:
(i) REAL PROPERTY LEASES. The leases to or by U.S. Seller of real property set forth on SCHEDULE 2.2(A)(I) (collectively, the "U.S. REAL PROPERTY LEASES");
(ii) PERSONAL PROPERTY LEASES. All leases to or by U.S. Seller of personal property that relates to, in whole or in part, other Assets or are used or held for use in, or relate to, in whole or in part, the Business (collectively, the "U.S. PERSONAL PROPERTY LEASES"), including the U.S. Personal Property Leases set forth on SCHEDULE 2.2(A)(II);
Assignment of Contracts and Permits. (a) Notwithstanding anything to the contrary herein, to the extent any of the Contracts pertain to real or personal property or hotel operations other than the Hotel, then any assignment, transfer or conveyance thereof shall be partial and shall serve to transfer and convey such Contracts only with respect to the Hotel.
(b) Seller shall, on or prior to the Closing Date, terminate (or cause to be terminated), without cost to Purchaser, each Contract (i) for which consent has not been obtained from the counterparty thereto if necessary for assignment from Seller to Purchaser on or prior to the Closing Date (to the extent consent is required), unless Purchaser nonetheless elects to take an assignment thereof; or (ii) that Purchaser has not expressly agreed to assume by written notice to Seller given on or prior to the expiration of the Due Diligence Period, and Seller shall pay all termination fees due in connection with such cancellation. At Closing, Seller shall deliver to Purchaser copies of all notices of termination sent by Seller with respect to any terminated Contracts.
Assignment of Contracts and Permits. Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to the Purchaser, any Contract or Permit which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent (collectively "NON-ASSIGNABLE RIGHTS"). In connection with such Non-Assignable Rights, and without prejudice to the rights of the Purchaser, the Vendor shall, at the request of the Purchaser:
(a) maintain or cause to be maintained the existence of the holder of the Non-Assignable Rights and hold or cause the holder to hold the Non-Assignable Rights in trust for the Purchaser to the fullest extent lawful;
(b) comply or cause the holder of the Non-Assignable Rights to comply with the terms and provisions of the Non-Assignable Rights as agent for, and on behalf of, the Purchaser to the fullest extent lawful;
(c) apply for and use all reasonable commercial efforts to obtain all consents or approvals contemplated by the Contracts or Permits, in a form satisfactory to the Purchaser acting reasonably, provided that nothing herein shall require the Vendor to make any payment to any other party to any of the Contracts;
(d) co-operate with the Purchaser in any reasonable and lawful arrangements designed to provide the benefits of such Non-Assignable Rights to the Purchaser, including holding any such Non-Assignable Rights in trust for the Purchaser or acting as agent for the Purchaser;
(e) enforce any rights of the Vendor arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto;
(f) take all such actions and do, or cause to be done, all such things at the request of the Purchaser as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of the Purchaser; and
(g) pay over to the Purchaser, all monies collected by or paid to the Vendor in respect of such Non-
Assignment of Contracts and Permits. (a) First Stage Closing. Upon the terms and subject to the conditions of this Agreement, at and as of the First Stage Closing Date, Sellers shall assign and transfer to Buyers all of Sellers' right, title and interest in and to, and Buyers shall take assignment of all of the following (as to which FCC and State PUC Consents are not required or have been obtained): (a) all of the Contracts related to the Business (including, without limitation, the Network) to which one or more Sellers is a party, excluding Contracts that comprise Excluded Assets, but including all of the Contracts with customers of the Business ("First Stage Customer Contracts"), the Employment Agreements set forth on Schedule 3.8(a) to the extent the Business Employee under such an Employment Agreement executes and delivers to Buyers a Commitment Letter and becomes a Transferred Employee and all of the other Contracts listed on Schedule 2.2 (collectively, including the First Stage Customer Contracts, the "First Stage Purchased Contracts"), (b) all of the Permits of Sellers related to the Business, (including, without limitation, the Network) set forth on Schedule 2.2 which are transferable, excluding Permits that comprise Excluded Assets, but including the Permits listed on Schedule 2.2 (collectively, the "First Stage Purchased Permits"); and (c) the Communications Licenses of Sellers related to the Business (including, without limitation, the Network) that are transferable, excluding Communications Licenses that comprise Excluded Assets (collectively, the "First Stage Transferred Communications Licenses"). In addition, when and as the FCC and State PUC Consents (up to the last required FCC and PUC Consent) necessary to assign and transfer to Buyers all of Sellers' right, title and interest in and to all Contracts, Permits and Communications Licenses described in the preceding clauses (a), (b) and (c), respectively, are obtained, all such items shall be deemed so assigned and transferred to Buyers and to constitute "First Stage Purchased Contracts", "First Stage Purchased Permits" and "First Stage Transferred Communications Licenses", respectively, as of the date obtained.
Assignment of Contracts and Permits. (a) Subject to the terms and conditions of this Agreement, Seller will assign and transfer to Buyer, and Buyer will accept and assume from Seller, effective as of Closing, Seller's right, title and interest in and to, the Assigned Contracts and all of the Permits save for the Retained Japanese Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Contract or Permit or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment or transfer thereof, without the consent of a Third Party thereto, would constitute a breach or violation thereof or is otherwise prohibited. If such consent is required or if an attempted assignment is ineffective, Seller shall use its commercially reasonable efforts to secure such consent as soon as possible after Closing and, pending receipt of such consent shall cooperate with Buyer to provide for Buyer the benefits under any such Assigned Contract or Permit.
(b) In relation to those Contracts (other than the Assigned Contracts and the ▇▇▇▇▇▇ Agreement) copies of which are received by Buyer from Seller prior to Closing, Seller is free to terminate any such Contract. In Seller's sole discretion, Seller may, within sixty (60) days after Closing, present to Buyer any Contract regarding the Product or Acquired Assets for Buyer's consideration to assume. If Buyer provides written notice to Seller within ten (10) Business Days of such presentation by Seller that Buyer desires to assume said Contract, Seller will cooperate to effect such assignment of the Contract to Buyer. Any Contract so assumed shall be deemed to be an Assigned Contract as of Closing for the purposes of this Agreement and Exhibit B shall be deemed to be amended accordingly.
Assignment of Contracts and Permits. To the extent assignable, Assignor hereby assigns and transfers to Assignee all of its rights and obligations, in, under and to all of the Contracts and Permits, without representation or warranty except as expressly set forth in the Agreement and subject to the terms of the Agreement, and delegates to Assignee all of its duties thereunder.
Assignment of Contracts and Permits. In the event there are contracts or permits which require assignment from Seller to Buyer, such contracts and permits shall be set forth in a separate schedule attached hereto. In such event, Seller hereby assigns all of its right, title and interest in, to and under such contracts and/or permits and Buyer hereby assumes all rights, title and obligations contemplated by such contracts and/or permits, and such contracts and/or permits are to be assigned by Seller without any warranty whatsoever, express or implied;