Non-Assignability of Assets Sample Clauses

Non-Assignability of Assets. To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset or Assumed Agreement is prohibited by any Law or would require any governmental or third party authorizations, approvals, consents or waivers (“Consent”) and such Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period (the “Transfer Period”) beginning on the Closing Date (or, if earlier, the Non-Compete Expiration Date) and ending on the earlier of (a) one year from such date or (b) Seller consummates a Seller Change of Control (provided, however, that the Transfer Period shall not, in any case, be less than six months), Seller agrees to use its commercially reasonable efforts to obtain or satisfy, at the earliest practicable date, all Consents to facilitate the full and expeditious transfer of legal title, or Seller’s or its Selling Subsidiaries’ rights, as the case may be, to the Purchased Assets as of the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor, nor shall Seller have any obligation to extend or renew any such Assumed Agreement that may expire during such period. If the necessary Consent is obtained, Seller shall assign and transfer any such Purchased Asset or Assumed Agreement to Buyer at no additional cost, and Buyer shall thereupon assume all obligations and liabilities of Seller under any such Assumed Agreement in accordance with the terms of this Agreement. If the necessary Consent is not obtained within such period, Seller’s obligations to Buyer with respect to such Purchased Asset or Assumed Agreement shall expire, Seller shall be free to terminate any such Assumed Agreement in accordance with its terms, and under no circumstances shall the Purchase Price be reduced on account of the failure to obtain any such Consent. If any such Consents are not obtained and/or satisfied by the time of the Closing and Buyer in its sole discretion waives such requirement, then, at Seller’s expense: (a) Seller shall continue to use such commercially reasonable efforts to obtain same, (b) Seller shall at the Closing enter into such arrangements as Buyer may reasonably request in order to provide to Buyer the benefit of any the non-transferred ...
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Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e), if and to the extent that the transfer or assignment from Seller or any of its Affiliates to Buyer of any Transferred Asset would be a violation of applicable Law with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder as a result of the failure to obtain or make any consent, approval, waiver, authorization, notice or filing required to be made in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations have been made or obtained; it being understood that no adjustment to the Purchase Price will be made as a result of the failure to transfer or assign any Delayed Transfer Asset.
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Non-Assignability of Assets. (a) Without limiting Sections 6.1(f) and 6.2(e), if and to the extent that the transfer or assignment from Seller or any of its Affiliates to Buyer of any Transferred Asset (other than any JV Interests or any Transferred Asset held by a Transferred Joint Venture Entity) would be a violation of applicable Law with respect to such Transferred Asset or otherwise adversely affect the rights of the applicable transferee thereunder as a result of the failure to obtain or make any consent, approval, waiver, authorization, notice or filing required to be made in connection with the Transaction, then the transfer or assignment to Buyer of such Transferred Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or Authorizations have been made or obtained; it being understood that no adjustment to the Purchase Price will be made as a result of the failure to transfer or assign any Delayed Transfer Asset.
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Non-Assignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, sublease, transfer, conveyance or delivery (as applicable) or attempted sale, sublease, assignment, transfer, conveyance or delivery (as applicable) to Buyer of any asset that would be an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom (in each case excluding capital stock and solely with respect to direct interests in such asset, claim, right or benefit, and not any such asset, claim, right or benefit acquired indirectly through the acquisition of capital stock, and excluding, for the avoidance of doubt, (a) the Acquired Equity or (b) any asset, claim, right or benefit held by any of the Acquired Subsidiaries or any entity in which any Acquired Subsidiary directly or indirectly holds capital stock or equity interests, is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, unless the applicable provisions of the Bankruptcy Code permits and/or the Confirmation Order authorizes the sale, assignment, sublease, transfer, conveyance or delivery (as applicable) of such asset irrespective of the consent or lack thereof of a third party, then (i) subject to the satisfaction of the conditions set forth in Article VII and the transfer of the Acquired Equity, free and clear of all Encumbrances (other than transfer restrictions of general application imposed by securities Laws), at the Closing, the Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such asset, (ii) subject to any approval of the Bankruptcy Court that may be required, the Parties shall use their reasonable best efforts, and the Parties shall reasonably cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers, and (iii) subject to any approval of the Bankruptcy Court that may be required, pending such authorization, approval, consent or waiver, the Parties shall cooperate with each other and enter into reasonable and lawful arrangements to provide to Buyer the benefits (including any indemnities) and burdens of the use of such asset that Buyer would have obtained had the asset been sold, assigned, subleased, transferred, conveyed or delivered (as applicable) to Buyer at the Closing...
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Non-Assignability of Assets. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any asset that would be a Purchased Asset or any claim, right or benefit arising thereunder or resulting therefrom, which by its terms or by Law is non-assignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Non-assignable Assets”) unless and until such consent shall have been obtained. Seller, at its expense, shall use its best efforts to obtain any consents required to transfer and convey the Non-assignable Assets as promptly as possible (even if after the Closing Date). If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Non-assignable Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by Law and the Non-assignable Asset, shall act after the Closing Date as Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Non-assignable Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer.
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Non-Assignability of Assets. 1. Notwithstanding anything to the contrary contained in this Agreement and without prejudice to Article 4.6 and Article 4.12(e) to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, sublease, assignment, transfer, conveyance or delivery to Bemis or any Designated Transferee of any contract or other asset that would be a Sale Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any Third Party Consents and such Third Party Consents shall not have been obtained prior to Closing, Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such contract or other asset. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.
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Non-Assignability of Assets. Nothing in this Agreement or any document delivered hereto shall be deemed to constitute or require an assignment or an attempt to assign any contract if the attempted assignment thereof, without the consent of the other party thereto, would constitute a breach thereof or materially adversely affect the rights of Seller and its assignee thereunder. If, after Seller and Buyer shall have used all reasonable efforts to obtain such consents from any such Persons with respect to the assignment of one or more contracts that the parties mutually agree should be an Assumed Agreement, any such consent shall not have been obtained at or prior to the Closing, or the attempted assignment of such contract or agreement without such consent at the Closing would have a materially adverse effect on such rights or Buyer would not in fact receive such rights, Seller will cooperate with Buyer, at Buyer's expense in any reasonable arrangement designed to provide for Buyer the benefits thereunder.
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Non-Assignability of Assets. (a) To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset (a “Delayed Asset”) is prohibited by any Law or would require any governmental or third-party authorizations, approvals, consents or waivers (“Consent”) and such Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period (the “Transfer Period”) beginning on the Closing Date and ending six (6) months from such
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Non-Assignability of Assets. (a) Notwithstanding anything in this Agreement to the contrary, if and to the extent that the sale, transfer or delivery of any Assigned Contract, Business Permit or Real Property Lease constituting an Asset hereunder requires the consent, approval, waiver or authorization of a third party in connection with such sale, transfer or delivery and such consent, approval, waiver or authorization is not obtained prior to Closing, then the sale, transfer or delivery to Buyer of such Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported sale, transfer or delivery shall be null and void until such time as all legal impediments are removed or applicable consents, approvals, waivers or authorizations have been obtained; provided, however, that no adjustment to the Purchase Price will be made as a result of the failure to sell, transfer or deliver any Delayed Transfer Asset. Notwithstanding the foregoing, any such Delayed Transfer Asset shall be deemed an Asset for purposes of determining whether any Liability is an Assumed Liability; provided, however, that, Buyer otherwise receives the economic benefits related to such Asset. Before and after the Closing, Seller and Buyer shall use their respective commercially reasonable efforts to obtain the consent, approval, waiver or authorization of the applicable third party for sale, transfer or delivery of the Delayed Transfer Assets.
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Related to Non-Assignability of Assets

  • Non-Assignability This Agreement shall not be assigned by any of the parties hereto without the prior consent in writing of the other party.

  • Non-Assignable Assets (a) Notwithstanding the foregoing, and without limiting Section 11.1, if any Contract that would be an Assigned Contract, or other asset that would be a Purchased Asset, including the portion of any Shared Contract which is applicable to the Purchased Programs pursuant to Section 2.6, is not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a Third Party or action by a Governmental Authority (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Laws, and any such Assignment Consent is not obtained on or prior to the Closing Date, then this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Asset and such Non-Assignable Asset shall not be included in the Purchased Assets. Without limiting the Pfizer Parties’ obligations under Section 8.4 or Section 9.1, each of the parties hereto, for a period of [***] following the Closing Date, or longer to the extent provided for or contemplated by the Transition Services Agreement (the “Cooperation Period”), shall use commercially reasonable efforts to obtain all such Assignment Consents; provided, however, that nothing in this Section 2.5(a) shall require any of the Pfizer Parties or any of their Affiliates to modify any of its respective rights in a manner adverse to any of the Pfizer Parties or any of their Affiliates or to pay any fee or other payment, or incur any Liability, cost or out-of-pocket expense in connection with the efforts set forth in this Section 2.5(a), with any such Liabilities, costs or out-of-pocket expenses to be borne by NewCo. To the extent such Assignment Consents are obtained during the Cooperation Period, the Pfizer Parties shall assign to NewCo or its designee such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Purchased Assets for purposes of this Agreement.

  • Assignability This Agreement shall not be assigned by either party without the prior written consent of the other.

  • Assignability; Successors Debtor’s rights and liabilities under this Security Agreement are not assignable or delegable, in whole or in part, without the prior written consent of Vicis. The provisions of this Security Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties.

  • Assignability; Binding Effect This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of each Party under this Agreement shall not be assignable, in whole or in part, directly or indirectly, whether by operation of law or otherwise, by such Party without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed) and any attempt to assign any rights or obligations under this Agreement without such consent shall be null and void. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to any of their respective Affiliates provided that no such assignment shall release such assigning Party from any liability or obligation under this Agreement.

  • Assignability; Binding Nature This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

  • Assignments, Successors, and No Third-Party Rights Neither party may assign any of its rights under this Agreement without the prior consent of the other parties, which will not be unreasonably withheld, except that Buyer may assign any of its rights under this Agreement to any Subsidiary of Buyer. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

  • Assignment; Successors and Assigns; No Third Party Rights Except as otherwise provided herein, this Agreement may not, without the prior written consent of the other parties hereto, be assigned by operation of Law or otherwise, and any attempted assignment shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, permitted assigns and legal representatives, and nothing herein, express or implied, it intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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