No Assignment in Certain Circumstances Sample Clauses

No Assignment in Certain Circumstances. Notwithstanding anything else contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any instrument, commitment, contract, lease, license, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if such a transfer or an attempt to make such a transfer without the authorization, approval, consent or waiver (collectively, "Approval") of a third party would constitute a breach or violation thereof, or affect adversely the rights of Purchaser, Purchaser's subsidiaries, Seller or Seller's subsidiaries thereunder, or constitute a Material Adverse Effect (as defined in Section 4.1 below); and any such transfer to Purchaser that requires the Approval of a third party shall be made subject only to such Approval being obtained. Seller shall use its commercially reasonable efforts to obtain any such Approval prior to the Time of Closing or AR Time of Closing, as applicable, and Purchaser shall reasonably cooperate, at Seller's cost, in connection therewith. In the event that any such Approval is not obtained on or prior to the Time of Closing or AR Time of Closing, as applicable, Seller shall, for a period of six (6) months thereafter, continue to use its commercially reasonable efforts to obtain any such Approval and cooperate with Purchaser in any reasonable and lawful arrangement to provide that Purchaser shall receive all of Seller's right, title and interest in any Asset with respect to which such Approval is required, including, without limitation, performance by Seller or such subsidiary of Seller, as agent; provided, however, that, in connection with the foregoing, Seller shall not be obligated to commence or prosecute any proceeding of any nature before any governmental entity or pay any amount to any third party other than at the sole expense of Purchaser; provided further, however, that any and all consent and assignment costs or charges expressly set forth in the Contracts, including, without limitation, payments stated to be due in connection with the sale, transfer, or other disposition of the Business by Seller, shall be paid by Seller. Notwithstanding Sections 7.1(h) and 7.1(i) hereof, no such Approval shall be a condition to Closing.
Sample 1Sample 2See All (11)
AutoNDA by SimpleDocs
No Assignment in Certain Circumstances. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any instrument, commitment, contract, lease, license, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom to the extent that such a transfer or an attempt to make such a transfer without the authorization, approval, consent or waiver (collectively, "Approval") of a third Person would constitute a breach or violation thereof, or affect adversely the rights of Buyer, Louisiana-Pacific or the Subsidiaries thereunder, or constitute a Material Adverse Effect; and any such transfer to Buyer that requires the Approval of a third Person shall be made subject to such Approval being obtained. Louisiana-Pacific shall use its commercially reasonable efforts to obtain any such Approval prior to the Closing Date, and Buyer shall cooperate therewith. In the event that any such Approval is not obtained on or prior to the Closing Date, Louisiana-Pacific shall, for a period of six months thereafter, continue to use its commercially reasonable efforts to obtain any such Approval and cooperate with Buyer in any reasonable and lawful arrangement to provide that Buyer or Buyer's designee shall receive all of Louisiana-Pacific's right, title and interest in any Contract with respect to which such Approval is required, including performance by Louisiana-Pacific, as agent; provided, however, that Louisiana-Pacific shall not be obligated to commence or prosecute any Action or pay any amount to any third Person other than any consent or assignment fees expressly set forth in the Contracts, which shall be paid by Louisiana-Pacific.
Sample 1
No Assignment in Certain Circumstances. Notwithstanding anything else contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver (i) any right or interest in any member, user or customer list or customer information of Seller used in connection with the Business or otherwise, other than as set forth in Section 6.6 hereof or (ii) any interest not listed in the Disclosure Schedule, including, but not limited to, any assets, property, intellectual property, URL, trademarks, copyrights, instrument, commitment, contract, lease, permit or other agreement or arrangement.
Sample 1
No Assignment in Certain Circumstances. Notwithstanding anything else contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, transfer or deliver any interest in any instrument, commitment, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom, if a sale, conveyance, assignment, transfer or delivery or an attempt to make such a sale, conveyance, assignment, transfer or delivery without the authorization, approval, consent or waiver of a third Person would constitute a breach or violation thereof or affect adversely the rights of Buyer, Buyer's Affiliates or the Seller Group thereunder; and any sale, conveyance, assignment, transfer or delivery to Buyer or an Affiliate of Buyer of any interest under any such instrument, commitment, contract, lease, permit or other agreement or arrangement that requires the authorization, approval, consent or waiver of a third Person shall be made subject to such authorization, approval, consent or waiver being obtained. In the event that any such authorization, approval, consent or waiver is not obtained on or prior to the Closing Date, Seller shall, and it shall cause its Affiliates to, use its best efforts to obtain any such authorization, approval, consent or waiver (provided that, in obtaining any such authorization, approval, consent or waiver, Seller shall not, and shall cause its Affiliates not to, agree to any amendment, modification or supplement of any such instrument, commitment, contract, lease, permit or other agreement or arrangement, except with Buyer's consent, which consent shall not be unreasonably withheld), and Seller (at its cost and expense) shall, and it shall cause its Affiliates to, to the greatest extent permitted by law and any such instrument, commitment, contract, lease, permit or other agreement or arrangement (including by acting as an agent of Buyer or its Affiliates), (a) hold such instrument, commitment, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom in trust for the benefit of Buyer, its Affiliates or otherwise for the exclusive use and benefit of Buyer or its Affiliates, and (b) take such other actions as are necessary to ensure that Buyer and its Affiliates receive the interest of the Seller Group in the benefits therefrom until such time as such authorization, approval, consent or waiver is obtained.
Sample 1
No Assignment in Certain Circumstances 
Sample 1

Related to No Assignment in Certain Circumstances

  • No Assignment or Delegation No party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the other party. Any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement.

  • No Assignment of Rights The interest of the Executive in this Agreement or in any distribution to be made under this Agreement may not be assigned, pledged, alienated, anticipated, or otherwise encumbered (either at law or in equity) and shall not be subject to attachment, bankruptcy, garnishment, levy, execution, or other legal or equitable process. Any act in violation of this Section 13.2 shall be void.

  • No Assignment or Transfer Notwithstanding anything to the contrary in this Award Agreement, neither this Award Agreement nor any rights granted herein shall be assignable by the Participant. Neither this Award Agreement nor any rights granted herein shall be transferable by the Participant in any circumstances, except on the death of the Participant.

  • No Assignment of Claims Executive affirms and warrants that he has made no assignment of any right or interest in any claim which he may have against any of the Employer Released Parties.

  • Binding Effect; No Assignment or Delegation This Pledge Agreement shall be binding upon and inure to the benefit of the Pledgor, the Pledgee and their respective successors and assigns, except that the Pledgor may not assign or transfer its rights hereunder without the prior written consent of the Pledgee (which consent shall not unreasonably be withheld). Each duty or obligation of the Pledgor to the Pledgee pursuant to the provisions of this Pledge Agreement shall be performed in favor of any person or entity designated by the Pledgee, and any duty or obligation of the Pledgee to the Pledgor may be performed by any other person or entity designated by the Pledgee.

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent.

  • Other Rights and Obligations 1. The Entrustor shall transfer the entrusted funds into its account for entrustment loans on a timely basis. The Lender will not commence disbursement procedures in accordance with the entrustment loan agreement and the loan contract etc. until the entrusted funds of the Entrustor have been deposited into its account for entrustment loans.

  • Alienability and Assignment Prohibition Neither the Executive, nor the Executive's surviving spouse, nor any other beneficiary(ies) under this Executive Plan shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Executive or the Executive's beneficiary(ies), nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event the Executive or any beneficiary attempts assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease and terminate.

  • No Assignment; Amendments This Agreement shall terminate automatically in the event of its assignment or in the event that the Management Agreement shall have terminated for any reason. Any termination of this Agreement pursuant to Section 10 shall be without the payment of any penalty. This Agreement shall not be amended unless such amendment is approved by the vote of a majority of the outstanding voting securities of the Fund (provided that such shareholder approval is required by the 1940 Act and the rules and regulations thereunder, giving effect to any interpretations of the Securities and Exchange Commission and its staff) and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Directors who are not interested persons of the Corporation, the Manager or Western.

  • No Assignment This Agreement is not assignable.

Time is Money Join Law Insider Premium to draft better contracts faster.