No Assignment If Breach Sample Clauses

No Assignment If Breach. Notwithstanding anything to the contrary set forth in this Agreement, this Agreement shall not constitute an agreement to assign any Asset, or assume any Assumed Liability, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a Third Party or failure of a right of first refusal or first offer notice period to expire, would constitute a breach or Default under any Contract or Encumbrance, would violate any Law, or would in any way materially and adversely affect the rights, or materially increase the obligations, of the Seller or either Buyer with respect thereto. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would materially and adversely affect the rights or increase the obligations of the Seller or either Buyer, with respect to any such agreement, Encumbrance or commitment, so that the applicable Buyer would not, in fact, receive all such rights, or assume the obligations, of the Seller with respect thereto as they exist prior to such attempted assignment or assumption, then the Seller and the applicable Buyer shall enter into reasonable cooperative arrangements as may be reasonably acceptable to the Buyer and the Seller (including sublease, agency, management, indemnity or payment arrangements and enforcement at the Seller’s sole cost and for the benefit of the applicable Buyer of any and all rights of the Seller against an involved Third Party) under which the Buyer in question shall obtain, to the fullest extent practicable, the economic rights and benefits under any Asset or obligations with respect to any Assumed Liability with respect to which the Third Party consent or authorization has not been obtained in accordance with this Agreement. The Seller will use commercially reasonable efforts to provide for or impose upon the applicable Buyer the benefits of such Asset or the obligations of such Assumed Liability, as the case may be. If the Parties cannot agree on any such arrangement within a reasonable time, or any such arrangement would not be reasonably practicable, to provide the Buyer in question with materially all the benefits of such Asset or materially all the obligations of such Assumed Liability, as the case may be, then such Asset or Assumed Liability shall be excluded from the transactions contemplated under this Agreement and shall be deemed to be an Excluded Asset or an Excluded Liability, as the ...
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No Assignment If Breach. To the extent that Seller's rights under any of the Facilities Contracts to be transferred to Purchaser hereunder may not be assigned without the consent of another Person which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Purchaser and Seller shall cooperate and each use Commercially Reasonable Efforts to obtain any such required consent(s) as promptly as possible. Seller and Purchaser agree that if any consent to an assignment of any of the Facilities Contracts to be transferred hereunder shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights and obligations under the applicable Facilities Contracts so that Purchaser would not in effect acquire all such rights and obligations, Seller, to the maximum extent permitted by law and such Facilities Contracts, shall after the Closing appoint Purchaser to be Seller's representative and agent with respect to such Facilities Contracts, and Seller shall, to the maximum extent permitted by law and such Facilities Contracts, enter into such reasonable arrangements with Purchaser as are necessary to transfer to Purchaser the benefits and obligations of such Facilities Contracts. Seller and Purchaser shall cooperate and shall each use Commercially Reasonable Efforts after the Closing to obtain an assignment of such Facilities Contracts to Purchaser.
Sample 1Sample 2
No Assignment If Breach. (a) Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Asset, or assume any Assumed Liability, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a third party or failure of a right of first refusal or notice period to expire, would constitute a breach or default under any contract, agreement, arrangement or commitment, would violate any applicable Law or would in any way adversely affect the rights, or increase the obligations, of any Party to this Agreement with respect thereto. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would adversely affect the rights or increase the obligations of any Party to this Agreement or any of its Affiliates with respect to any such contract, agreement, arrangement or commitment, so that a Purchaser would not, in fact, receive its Proportionate Share of the rights, or assume its Proportionate Share of the obligations with respect thereto as the same exist prior to such attempted assignment or assumption, then, (i) in the case of an ineffective assignment of any Purchased Asset described in Section 2.1(k) resulting from a ruling of a court of competent jurisdiction as described in Section 2.6(b), the provisions of Section 2.6(b) shall apply, and (ii) in all other cases, Seller and such Purchaser shall enter into such reasonable cooperative arrangements as may be reasonably acceptable to such Parties to this Agreement (including sublease, agency, management, indemnity or payment arrangements and enforcement at the cost and for the benefit of such Purchaser of any and all rights against an involved third party) to provide for or impose upon such Purchaser the benefits of such Purchased Asset or the obligations of such Assumed Liability, as the case may be, and any transfer or assignment to such Purchaser of any such Purchased Asset, or any assumption by such Purchaser of any such Assumed Liability, which shall require such consent or authorization of a third party that is not obtained, shall be made subject to such consent or authorization being obtained. If Seller and such Purchaser cannot agree on any such arrangement, or any such arrangement would not be reasonably practicable, to provide such Purchaser with all the material benefits of such Purchased Asset or all the material obligations of s...
Sample 1Sample 2
No Assignment If Breach. Notwithstanding anything ----------------------- contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any of the Assets, or to assume any Assumed Liabilities, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a third party, would constitute a breach or default under any lease, agreement, encumbrance or commitment or would in any way adversely affect the rights, or increase the obligations, of any party or any subsidiary with respect thereto or would otherwise affect the ability of Purchaser to receive the benefit of the Assets. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would adversely affect the rights or benefits or increase the obligations of Purchaser with respect to any such Assets, or Assumed Liabilities, as appropriate, then the parties shall enter into such reasonable cooperative arrangements (including without limitation, sublease, agency, partial closing, management, indemnity or payment arrangements and enforcement at the cost and for the benefit of Purchaser of any and all rights of the Sellers against an involved third party) to provide for Purchaser the benefit of such Assets or such Assumed Liabilities, any transfer or assignment to Purchaser by the Sellers or a subsidiary of the Sellers, of any such Assets, or any assumption by Purchaser of any such Assumed Liabilities, which shall require such consent or authorization or a third party that is not obtained, shall be made subject to such consent or authorization being obtained.
Sample 1
No Assignment If Breach. Notwithstanding anything herein to the contrary, this ARTICLE 2 shall not constitute an obligation to assign to the Partnership or the Company any claim, contract, lease, license, agreement, understanding, commitment, sales order or purchase order or any benefit arising thereunder or resulting therefrom included within the LLC Autodata Assets, LLC DealerTrack Assets, the ASC Assets, the LP Autodata Assets, or the LP DealerTrack Assets if an attempted assignment of the same, without the consent of a third party, would constitute a breach thereof. If any such consent or authorization is not obtained, so that the Company or the Partnership would not, in fact, receive all such rights, or assume the obligations, of the relevant Party with respect thereto as they exist prior to such attempted assignment or assumption, then the relevant Party and the Company or the Partnership, as the case may be, shall enter into such reasonable cooperative arrangements, at the expense of the relevant Party, as may be reasonably acceptable to such parties to provide for or pass through to the Company or the Partnership, as the case may be, the benefits of such contributed assets and to relieve the relevant Party from and pass through to the Company or the Partnership the obligations of the corresponding Assumed Liability. ARTICLE 3 CLOSINGS 3.1
Sample 1
No Assignment If Breach. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any of the Assets, or to assume any Assumed Liabilities, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a third party, would constitute a breach or default under any lease, agreement, encumbrance or commitment or would in any way adversely affect the rights, or increase the obligations, of any party or any subsidiary with respect
Sample 1
No Assignment If Breach. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any of the Assets, or to assume any Assumed Liabilities, if the attempted assignment or assumption of the same, as a result of the absence of the consent or authorization of a third party, would constitute a breach or default under any lease, agreement, encumbrance or commitment or would in any way adversely affect the rights, or increase the obligations, of any Party with respect thereto or would otherwise affect the ability of the Purchaser to receive the benefit of the Assets. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would adversely affect the rights or benefits or increase the obligations of Purchaser with respect to any such Assets or Assumed Liabilities, as appropriate, then the Parties shall enter into such reasonable cooperative arrangements (including without limitation sublease, agency, partial closing, management, indemnity or payment arrangements and enforcement at the cost and for the benefit of Purchaser of any and all rights of the Sellers against an involved third party) to provide the Parties with such benefits and obligations as most closely approximate those contemplated by this Agreement.
Sample 1
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Related to No Assignment If Breach

  • No Waiver of Breach The failure to enforce any provision of this Contract shall not be construed as a waiver of any such provision, nor prevent a Party thereafter from enforcing the provision or any other provision of this Contract. The rights granted the Parties are cumulative, and the election of one shall not constitute a waiver of such Party’s right to assert all other legal and equitable remedies available under the circumstances.

  • Breach by Lessor Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph 13.5, a reasonable time shall in no event be less than thirty (30) days after receipt by Lessor, and by any Lender(s) whose name and address shall have been furnished to Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Lessor shall not be in breach of this Lease if performance is commenced within such thirty (30) day period and thereafter diligently pursued to completion.

  • Waiver of Breach The waiver by either party of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party.

  • Non-Waiver of Breach The waiver by any party hereto of the other party’s prompt and complete performance, or breach or violation, of any term or provision of this Agreement shall be effected solely in a writing signed by such party, and shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any party hereto to exercise any right or remedy which he or it may possess shall not operate nor be construed as the waiver of such right or remedy by such party, or as a bar to the exercise of such right or remedy by such party, upon the occurrence of any subsequent breach or violation.

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to:

  • Authority; No Breach By Agreement (a) Premiere has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Premiere. This Agreement represents a legal, valid, and binding obligation of Premiere, enforceable against Premiere in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

  • Notice of Breach The Asset Representations Reviewer will notify the Issuer promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuer PII and, where applicable, immediately take action to prevent any further breach.

  • Notice of Breaches Each of the Company and the Purchasers shall give prompt written notice to the other of any breach by it of any representation, warranty or other agreement contained in any Transaction Document, as well as any events or occurrences arising after the date hereof which would reasonably be likely to cause any representation or warranty or other agreement of such party, as the case may be, contained therein to be incorrect or breached as of the Closing Date. However, no disclosure by either party pursuant to this Section shall be deemed to cure any breach of any representation, warranty or other agreement contained in any Transaction Document.

  • Breach A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.

  • Notification of Breach During the term of this Agreement:

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