Limitations on Assignability Sample Clauses

Limitations on Assignability. To the extent that any of the Purchased Assets are not assignable without the consent of a third party, or if this Agreement, or any of the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption thereof, or attempted assignment or attempted assumption thereof, and such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof, Seller shall disclose the Purchased Asset on Schedule 1.2. If, prior to the Escrow Closing, Seller has not obtained a consent or approval necessary for the assignment and assumption of any of the Purchased Assets, then Seller agrees to assist Purchaser and use its commercially reasonable best efforts to obtain such consents and approvals after the Escrow Closing. With respect to Seller's three largest customers set forth on Schedule 1.2.1, Seller shall have an affirmative obligation to facilitate and attempt to schedule an in-person meeting with an executive from each of Seller, Purchaser and the customer to discuss transferring the business relationship and contract. The parties intend that such meetings shall take place prior to Escrow Closing.

Limitations on Assignability. ‌ (a) This Agreement and the instruments and documents executed and delivered herewith will constitute an assignment of all Acquired Assets; provided that neither this Agreement, nor any of the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption of any Acquired Asset, or an attempted assignment or an attempted assumption thereof, to the extent that, without the consent of a third party, such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof or in any way materially and adversely affect the rights of Purchaser or Seller thereunder, unless otherwise provided under the Bankruptcy Code, the Sale Order or other applicable Law. If, with respect to any material Acquired Asset such consent is not obtained or such assignment is not attainable pursuant to the Bankruptcy Code or the Sale Order, then Purchaser shall have the option to either (i) terminate this Agreement pursuant to Section 4.4(k) or (ii) proceed with Closing with respect to the remaining Acquired Assets with an appropriate reduction in the Purchase Price (or determined in an Order of the Bankruptcy Court), and such Acquired Asset shall not be transferred hereunder. (b) With respect to such non-assignable or non-assumable Acquired Assets that are Assigned Contracts, Seller hereby appoints, effective as of the Closing Date, Purchaser as Seller’s agent and attorney-in-fact, effective as of the Closing Date, to act for Seller in obtaining the benefits and performing Seller’s obligations under such Assigned Contracts, but only to the extent any action to obtain such benefits and any such delegation of duties may be made without violation or breach thereof and, in each case, at the sole cost and expense of Purchaser without any Liability of Seller. In addition, until the impracticalities of assignment referred to in this Section 2.6 hereof are resolved, Seller shall use its commercially reasonable efforts, at Purchaser’s sole cost, to (i) provide Purchaser the benefits of any Acquired Asset referred to in this Section 2.6, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser, and (iii) enforce, for the account and benefit of Purchaser, any and all rights of Seller arising from the Acquired Assets referred to in this Section 2.6 against such issuer thereof and all other parties thereto (including the right to elect...

Limitations on Assignability. 14.1 Consultant’s duties and responsibilities under this Agreement are not assignable or delegable in whole or in part. The Company may assign this Agreement to a successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company; provided, however, that the Company will require any successor to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

Limitations on Assignability. Notwithstanding anything in this Agreement to the contrary, to the extent that any of the contracts included in the Phase II Assets are not assignable without the consent of a third party, neither this Agreement, nor any of the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption thereof, or attempted assignment or attempted assumption thereof, if such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof. Without in any way limiting Seller’s obligation hereunder to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the contracts included within the Phase II Assets to the Phase II Buyer hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and if the Phase II Closing shall occur, the Seller shall cooperate with the Phase II Buyer following the Phase II Closing Date in any reasonable arrangement designed to provide the Phase II Buyer with the rights and benefits (subject to the obligations) under any such contract, including enforcement for the benefit of the Phase II Buyer (at such Buyer’s cost) of any and all rights of the Seller against any other party arising out of any breach or cancellation of any such contract by such other party and, if requested by the Phase II Buyer, acting as an agent on behalf of such Phase II Buyer or as such Phase II Buyer shall otherwise reasonably require (and Seller shall have no liability for actions taken in good faith on behalf of Phase II Buyer as its agent that were within the scope of such agency relationship).

Limitations on Assignability. This Agreement and the instruments and documents executed and delivered herewith will constitute an assignment of all Assets; provided, that neither this Agreement, nor any of the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption of any Assumed Aviation Contract, or an attempted assignment or an attempted assumption thereof, to the extent that, without the consent of a third party or as permitted under the Bankruptcy Code and Sale Order, such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof.

Limitations on Assignability. Notwithstanding anything in this Agreement to the contrary, to the extent that any of the Acquired Assets are not assignable without the consent of any other Person, neither this Agreement nor any of the instruments or documents executed and delivered in connection herewith or contemplated hereby shall constitute an assignment or assumption thereof, or attempted assignment or attempted assumption thereof, if such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof. If, prior to the Closing, Seller has not obtained a consent or approval necessary for the assignment and assumption of any of the Acquired Assets, then Seller shall use commercially reasonable efforts to obtain such consents and approvals after the Closing. If any such consent or approval is not obtained, Seller shall cooperate, at no cost to Seller, in any reasonable arrangement requested by Buyer to provide to Buyer the benefits thereof; additionally Buyer shall cooperate with Seller in any reasonable arrangement necessary for Buyer to assume and perform the executory obligations with respect thereto.

Limitations on Assignability. The Option shall not be transferable by the Participant except (a) by will or by the laws of descent and distribution, (b) pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder or (c) to the Participant's spouse, siblings, children, children-in-law and grandchildren; provided that the Option and any Shares shall remain subject to this agreement (including, without limitation, the provisions of Section 12), and each such transferee shall so acknowledge in writing to the Company as a condition precedent to the effectiveness of such transfer; and provided further that either the Participant or such transferee provides the Company with the transferee's address for notices sufficient for the Company to comply with Section 14. Except as provided in the previous sentence, the Option shall be exercisable, during the Participant's lifetime, only by the Participant (or, in the event of legal incapacity or incompetency, by the Participant's guardian or representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar process upon the Option shall be null and void.

Limitations on Assignability. (a) Notwithstanding anything in this Agreement to the contrary, to the extent that any of the Purchased Assets are not assignable without the consent of a third party, neither this Agreement, nor any of the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption thereof, or attempted assignment or attempted assumption thereof, if such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof. (b) If, prior to the Closing, Sellers have not or cannot obtain such consent or approval necessary for the assignment and assumption of any of the Purchased Contracts (each a “Nonassigned Asset”), Sellers and Purchaser agree to use commercially reasonable efforts to secure such assignment as soon as practicable. Unless and until such Nonassigned Assets are assigned by Sellers and assumed by Purchaser, such Nonassigned Assets shall not constitute Purchased Assets, nor shall any liabilities related thereto constitute Assumed Liabilities.

Limitations on Assignability. This Agreement may not be assigned by Purchaser without the prior written consent of Sellers, in Sellers' sole and absolute discretion, and any purported assignment in violation of this provision shall be null and void. Notwithstanding the foregoing, Purchaser shall be permitted to assign this Agreement to one or more affiliated entities, each of which is controlled by Purchaser or the principals of Boston Capital Institutional Advisors, provided (a) Purchaser effectuates such assignment in writing prior to the Closing, (b) each assignee assumes the obligations of Purchaser under the terms of this Agreement, and (c) Purchaser remains liable to Seller under the terms of this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and to their respective heirs, executors, administrators, successors and permitted assigns.