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 assume the obligations (solely to the extent they constitute Assumed Liabilities) under such Purchased Asset assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose document of transfer.
Appears in 1 contract
Assignment of Contracts and Permits. Notwithstanding any other provision hereof, in connection with any Contract identified on Section 3.12 of the Seller Disclosure Schedule or any permit, approval, license or authorization issued by a Governmental Entity (aeach a "Governmental Authorization") Notwithstanding anything held by Seller or the Acquired Subsidiaries which relates exclusively to the contrary in this AgreementAcquired Business and which, this Agreement shall not constitute an agreement to assign as a matter of law or transfer any Purchased Asset and associated Assumed Liability or any claimby its terms, right, benefit, burden or cost arising thereunder or resulting therefrom if any assignment or transfer or attempt to make such an assignment or transfer is (i) would be prohibited by Law not assignable, or (ii) is not permitted assignable without the consent, prior approval or waiver of, consent of the issuer thereof or notice to, a third the other party or would constitute a breach parties thereto (collectively "Non-Assignable Rights"), Seller shall:
(a) apply for and use all reasonable efforts to obtain all consents or violation approvals contemplated by the Contracts or Governmental Authorizations, in form and substance satisfactory to Buyer;
(b) cooperate with Buyer in any reasonable and lawful arrangements designed to provide the benefits and burdens of such Non-Assignable Rights to Buyer, including holding any such Non-Assignable Rights in trust for Buyer or acting as agent for Buyer;
(c) enforce any rights of Seller arising from such Non-Assignable Rights against the issuer thereof or affect adversely the rights of the Buyer other party or Seller thereunder unless parties thereto;
(d) take all such actions and until such consent, approval or waiver is obtained or notice is provided. Prior to the Closing, Seller shall providedo, or cause to be provideddone, all commercially reasonable assistance such things at the request of Buyer as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall inure to the benefit of Buyer; and
(e) pay over to Buyer (not including the payment all monies or other assets collected by or paid to Seller in respect of any consideration) such Non-Assignable Rights. Buyer shall reimburse Seller for all reasonably incurred payments, costs and expenses made, incurred or suffered in performing Seller's obligations as 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)6.12. To the extent permitted by applicable Law, If Seller shall (and shall cause its Affiliates to) exercise, enforce and exploit, only at the direction and cost of and for is unable to lawfully provide 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 Governmental Authorization to Buyer, and Buyer it shall assume not, at any time, use such Governmental Authorization for its own purposes or assign or provide the obligations (solely benefit of such Governmental Authorization to the extent they constitute Assumed Liabilities) under such Purchased Asset assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose document of transferany other party.
Appears in 1 contract
Sources: Acquisition Agreement (Harte Hanks Communications Inc)
Assignment of Contracts and Permits. (a) Notwithstanding anything to the contrary in any other provision of this Agreement, this Agreement shall does not constitute an agreement to assign or transfer transfer, or effect an assignment or transfer, of any Purchased Asset and associated Acquired Asset, including any Assumed Liability Contract or Assigned Permit, or any claim, right, benefit, burden claim or cost right or any benefit arising thereunder or resulting therefrom therefrom, if any the Seller has not obtained a required consent to assignment or transfer or attempt to make such as of the applicable Closing and an attempted assignment or transfer (i) would be prohibited by Law or (ii) is not permitted thereof without the consent, approval or waiver of, or notice to, consent of a third party or (including any Governmental Entity) would constitute a breach or violation other contravention thereof or a violation of law or would in any way adversely affect adversely the rights of the Buyer Seller or any member of the Seller thereunder unless and until such consent, approval Group or waiver is obtained the Purchaser or notice is provided. Prior to any member of the Closing, Purchaser Group (as assignee of the applicable member of the Seller shall provide, Group) thereto 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 partiesthereunder.
(b) If As to any Assumed Contract or Assigned Permit referred to in Section 10.6(a), the Seller agrees to continue to use Reasonable Efforts from and after the applicable Closing occurs Date until the date that is twelve (12) months following the applicable Closing Date to obtain any required consent(s). No member of the Seller Group shall under any circumstances be required to make any payments required or sought by any third party for any such consent or otherwise in connection with its obligations under this Section 10.6. If, on the Initial Closing Date, any such consent is not obtained, or if an attempted transfer or assignment of any Assumed Contract or Assigned Permit would be ineffective or a violation of law or would impair any member of the Purchaser Group’s rights thereto or thereunder so that the Purchaser Group would not receive all such rights, then the Seller and the circumstances described Purchaser will use Reasonable Efforts to cooperate for twelve (12) months following the Initial Closing in any lawful and reasonable arrangement, to the Section 7.9(a) existextent such cooperation would not result in a breach of the terms of such Assumed Contract, then Buyer and Seller agree to use their commercially reasonable efforts to obtain the extent permitted under such Consent Assigned Permit, and, for in each case, not prohibited under applicable law, which will provide the avoidance Purchaser Group the obligations and benefits of doubtany such Assumed Contract or Assigned Permit, the Closing shall occur notwithstanding the foregoing without any adjustment including subcontracting, licensing, sublicensing, leasing or subleasing to the Purchase Price on account thereof. To the extent Purchaser Group any such required Consent is not so obtained, Buyer and Seller agree to use their commercially reasonable efforts to provide Buyer or all of the practical economic claims, Seller Group’s rights and obligations with respect to such Assumed Contract or Assigned Permit. In any such arrangement, the Purchaser will (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear all Taxes with respect thereto or arising therefrom, (iii) be solely entitled to all benefits arising under such Purchased Asset (whether by subcontracting thereof, economic or otherwise, (iv) and Buyer agrees to satisfy all Assumed Liabilities arising from such Purchased Asset, so that, in any case, Buyer shall be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof and any damages related to termination of such Assumed Liabilities from Contracts or Assigned Permits, and after (v) promptly reimburse the Closing Date; provided, however, that neither reasonable costs and expenses of the 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) exerciserelated thereto. If and when such consents or approvals are obtained or such other required actions have been taken, enforce and exploit, only at the direction and cost transfer of and for such Assumed Contract or Assigned Permit will be effected in accordance with the benefit terms 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 assume the obligations (solely to the extent they constitute Assumed Liabilities) under such Purchased Asset assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose document of transferthis Agreement.
Appears in 1 contract
Assignment of Contracts and Permits. (a) Notwithstanding anything to the contrary in any other provision of this Agreement, this Agreement shall does not constitute an agreement to assign or transfer transfer, or effect an assignment or transfer, of any Purchased Asset and associated Acquired Asset, including any Assumed Liability Contract, Assumed Lease, Assigned Permit, Assumed Split Contract Right or Singapore Shared Contract Excluded Right, or any claim, right, benefit, burden claim or cost right or any benefit arising thereunder or resulting therefrom therefrom, if any Seller has not obtained a required consent to assignment or transfer or attempt to make such as of the JV Closing and an attempted assignment or transfer (i) would be prohibited by Law or (ii) is not permitted thereof without the consent, approval or waiver of, or notice to, consent of a third party or (including any Governmental Entity) would constitute a breach or violation other contravention thereof or a violation of law or would in any way adversely affect adversely the rights of Seller, any member of the Buyer Seller Group or the Additional Seller thereunder unless and until such consent, approval Group Company or waiver is obtained Purchaser or notice is provided. Prior to any member of the Closing, Purchaser Group (as assignee of the applicable member of the Seller shall provide, Group) thereto 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 partiesthereunder.
(b) If As to any Assumed Contract, Assumed Lease, Assigned Permit or Assumed Split Contract Right referred to in Section 6.19(a), Seller agrees to continue to use its commercially reasonable efforts from the JV Closing occurs and Date until the circumstances described in Option Closing Date to obtain any required consent(s). If, on the Section 7.9(a) existJV Closing Date, any such consent is not obtained, or if an attempted transfer or assignment of any Assumed Contract, Assumed Lease, Assigned Permit or Assumed Split Contract Right would be ineffective or a violation of law or would impair any member of the Purchaser Group’s rights thereto or thereunder so that the Purchaser Group would not receive all such rights, then Buyer Seller and Purchaser will cooperate until the Option Closing Date in any lawful and commercially reasonable arrangement, to the extent such cooperation would not result in a breach of the terms of such Assumed Contract, Assumed Lease or the relevant Shared Contract, and to the extent permitted under such Assigned Permit, and, in each case, not prohibited under Applicable Law, which will provide the Purchaser Group the obligations and benefits of any such Assumed Contract, Assumed Lease, Assumed Split Contract Right or Assigned Permit, including subcontracting, licensing, sublicensing, leasing or subleasing to the Purchaser Group any or all of the Seller Group’s or the Additional Seller Group Company’s rights and obligations with respect to such Assumed Contract, Assumed Lease, Assumed Split Contract Right or Assigned Permit, and Seller and Purchaser shall comply with the terms of such arrangement. In any such arrangement with respect to an Assumed Contract or Assumed Split Contract Right, Purchaser or any other applicable Purchaser Group member shall have the sole responsibility with respect to the completion of the work and other undertakings under such Contract following the JV Closing, shall bear all costs and expenses with respect thereto arising or occurring after the JV Closing, and shall be solely entitled to the benefits therefrom arising from the JV Closing. If and when such consents or approvals are obtained or such other required actions have been taken, the transfer of such Assumed Contract, Assumed Lease, Assumed Split Contract Right or Assigned Permit will be effected in accordance with the terms of this Agreement.
(c) As to any Singapore Shared Contract Excluded Right referred to in Section 6.19(a), Purchaser and Seller agree to continue to use their commercially reasonable efforts from the JV Closing Date until the Option Closing Date to obtain any required consent(s). If, on the JV Closing Date, any such Consent andconsent is not obtained, for or if an attempted transfer or assignment of any Singapore Shared Contract Excluded Right would be ineffective or a violation of law or would impair Singapore Excluded Newco’s rights thereto or thereunder so that Singapore Excluded Newco would not receive all such rights, then Seller and Purchaser will cooperate until the avoidance of doubtOption Closing Date in any lawful and commercially reasonable arrangement, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereofextent such cooperation would not result in a breach of the terms of the relevant Singapore Shared Contract and not prohibited under Applicable Law, which will provide Singapore Excluded Newco the applicable obligations and benefits of such Singapore Shared Contract, including subcontracting, licensing, sublicensing, leasing or subleasing to Singapore Excluded Newco any or all of EPCOS Singapore’s rights and obligations with respect to such Singapore Shared Contract, and Purchaser and Seller shall comply (and cause EPCOS Germany and Singapore Excluded Newco, as applicable, to comply) with the terms of such arrangement. To the extent In any such required Consent is not so obtainedarrangement with respect to any Singapore Shared Contract, Buyer and Seller agree Singapore Excluded Newco or its Affiliate shall have the sole responsibility with respect to use their commercially reasonable efforts to provide Buyer all the completion of the practical economic claims, rights relevant work and benefits arising other undertakings under such Purchased Asset (whether by subcontracting Contract following the JV Closing, shall bear all costs and expenses with respect thereto arising or otherwise) occurring after the JV Closing, 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 entitled to 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 benefits therefrom arising from the implementation JV Closing. If and when such consents or approvals are obtained or such other required actions have been taken, the transfer of any such alternative arrangements pursuant to Singapore Shared Contract Excluded Right will be effected in accordance with the terms of 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 assume the obligations (solely to the extent they constitute Assumed Liabilities) under such Purchased Asset assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose document of transferAgreement.
Appears in 1 contract
Assignment of Contracts and Permits. (a) Notwithstanding anything to the contrary in any other provision of this Agreement, this Agreement shall does not constitute an agreement to assign or transfer transfer, or effect an assignment or transfer, of any Purchased Asset and associated Assumed Liability Acquired Approval or Acquired Contract, or any claim, right, benefit, burden claim or cost right or any benefit arising thereunder or resulting therefrom therefrom, if any Seller has not obtained a required consent to the assignment or transfer or attempt to make such thereof as of the Closing and an attempted assignment or transfer (i) would be prohibited by Law or (ii) is not permitted thereof without the consent, approval or waiver of, or notice to, consent of a third party or Third-Party (including any Governmental Body) would constitute a breach or violation other contravention thereof or a violation of law or would in any way adversely affect adversely the rights of the Buyer Seller or Seller thereunder unless and until such consent, approval Purchaser thereto 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 partiesthereunder.
(b) If the Closing occurs and the circumstances described As to any Acquired Contract or Acquired Approval referred to in the Section 7.9(a) exist5.8(a), then Buyer and Seller agree agrees to continue to use their its 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 to obtain any required consent(s). If, on the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration for any such Consent. Buyer consent(s) is not obtained, or if an attempted transfer or assignment of any Acquired Approval or Acquired Contract would be ineffective or a violation of law or would impair Purchaser’s rights thereto or thereunder so that Purchaser would not receive all such rights, then Seller and Purchaser will bear cooperate in any related economic burden resulting from lawful and commercially reasonable arrangement, to the implementation extent such cooperation would not result in a breach of the terms of such Acquired Contract, and to the extent permitted under such Acquired Approval, and, in each case, not prohibited under applicable law, which will provide Purchaser the obligations and benefits of any such alternative arrangements pursuant Acquired Approval or Acquired Contract, including subcontracting, licensing, sublicensing, leasing or subleasing 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 Purchaser any or all of and for the benefit of Buyer any and all claims, Seller’s rights and benefits associated obligations with respect to 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 BuyerAcquired Approval or Acquired Contract, and Buyer Seller and Purchaser shall assume comply with the obligations (solely to terms of such arrangement. If and when such consents are obtained or such other required actions have been taken, the extent they constitute Assumed Liabilities) under transfer of such Purchased Asset assigned to Buyer from and after Acquired Approval or Acquired Contract will be effected in accordance with the date terms of assignment to Buyer pursuant to a special-purpose document of transferthis Agreement.
Appears in 1 contract
Assignment of Contracts and Permits. (a) Notwithstanding anything to the contrary in any other provision of this Agreement, this Agreement shall does not constitute an agreement to assign or transfer transfer, or effect an assignment or transfer, of any Purchased Asset and associated Assumed Liability Contract, Assumed Real Property Lease or Assigned Permit, or any claim, right, benefit, burden claim or cost right or any benefit arising thereunder or resulting therefrom if any therefrom, with respect to which the Seller has not obtained a required consent to assignment or transfer or attempt to make such as of the applicable Closing and an attempted assignment or transfer (i) would be prohibited by Law or (ii) is not permitted thereof without the consent, approval or waiver of, or notice to, consent of a third party or Third Party (including any Governmental Entity) would constitute a breach or violation other contravention thereof or affect adversely the rights a violation of the Buyer Law or Seller thereunder unless and until such consent, approval or waiver is obtained or notice is providedOrder. Prior As 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.
Assumed Contract, Assumed Real Property Lease or Assigned Permit, (a) the Seller agrees to continue to use Reasonable Efforts following the applicable Closing Date to obtain any required consent(s), and the Purchaser agrees to use Reasonable Efforts to cooperate in connection with same until the date that is twelve (12) months following the applicable Closing Date, and (b) If the Closing occurs parties agree to cooperate in good faith to take such actions as are reasonably necessary to avoid any breach or violation by a party as a result of any failure to obtain any required consent prior to the applicable Closing. The Purchaser and the circumstances described in Seller shall each pay one half of any payment reasonably required by any Third Party for any such consent. If on the Section 7.9(a) existapplicable Closing Date, any such consent is not obtained or an attempted transfer or assignment would be ineffective or a violation of Law or Order or would impair any member of the Purchaser Group’s rights thereto or thereunder so that the Purchaser Group would not receive all such rights, then Buyer the Seller and Seller agree the Purchaser will use Reasonable Efforts to use their commercially cooperate for twelve (12) months following the applicable Closing in any lawful and reasonable efforts to obtain such Consent andarrangement, for the avoidance of doubt, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. To extent so permitted under the extent terms of such Assumed Contract, Assumed Real Property Lease or Assigned Permit and applicable Law and Order, to provide the Purchaser Group the obligations and benefits of any such required Consent is not so obtainedAssumed Contract, Buyer and Seller agree Assumed Real Property Lease or Assigned Permit, including subcontracting, licensing or sublicensing to use their commercially reasonable efforts to provide Buyer the Purchaser Group of any or all of the practical economic claims, Seller Group’s rights and obligations with respect to such Acquired Asset. In any such arrangement, the Purchaser will (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear Taxes with respect thereto or arising therefrom, (iii) be solely entitled to all benefits arising under such Purchased Asset (whether by subcontracting thereof, economic or otherwise, (iv) and Buyer agrees to satisfy all Assumed Liabilities arising from such Purchased Asset, so that, in any case, Buyer shall be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof, and (v) promptly reimburse the reasonable costs and expenses of the Seller and its Affiliates related thereto. If and when such consents or approvals are obtained or such other required actions have been taken, the transfer of such Assumed Liabilities from and after Contract, Assumed Real Property Lease or Assigned Permit will be effected in accordance with the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration for any such Consentterms of this Agreement. 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 assume the obligations (solely to the extent they constitute Assumed Liabilities) under such Purchased Asset assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose document of transfer.MASTER ACQUISITION AGREEMENT
Appears in 1 contract
Sources: Master Acquisition Agreement (Zebra Technologies Corp)