Non-Assignable Agreements Sample Clauses

Non-Assignable Agreements. Buyer acknowledges that ------------------------- certain agreements between Asset Seller and third parties require that such third parties consent to the assignment of such agreements. Asset Seller shall use commercially reasonable efforts to obtain all consents and approvals necessary or desirable in connection with the consummation of the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to Buyer, including the assignment to Buyer of all agreements, contracts, purchase orders, instruments or other similar arrangements which, but for Section 2.3(h), would be Transferred Assets. Without in any way limiting the foregoing, Buyer shall reasonably cooperate with and provide assistance to Asset Seller in obtaining all such consents and approvals. If any consent for any agreement is not obtained, such agreement shall not be assigned, but Asset Seller shall, to the extent possible without incurring any liability to any third party, keep the agreement in effect and give the Buyer the benefit of the agreement to the same extent as if it had been assigned including, without limitation, (i) cooperating with Buyer in holding any rights under agreements for which no consent to assign rights to Buyer is obtained ("Non-Assignable Rights") in trust for Buyer or --------------------- acting as an agent for Buyer; (ii) enforcing any rights of Asset Seller arising from such Non-Assignable Rights against the issuers thereof or the other party or parties thereto; (iii) taking all such actions and doing, or causing to be done, all such things at the request of Buyer as shall be reasonably 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 (iv) paying over to Buyer all monies or other assets collected by or paid to Asset Seller in respect of such Non-Assignable Rights. Buyer shall perform the obligations under the agreement relating to the benefit obtained by Buyer. Nothing in this Agreement shall be construed as an attempt to assign any agreement or other instrument that is by its terms non-assignable without the consent of the other party.
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Non-Assignable Agreements. Anything in this Agreement to the contrary notwithstanding, nothing in this Agreement shall be construed as an attempt to assign or transfer any contract or agreement that is by its terms or at law non-assignable without the consent of the other party thereto and as to which such consent shall not have been given. In order, however, that the full value of every contract and agreement of the character described in the immediately preceding sentence and all claims and demands relating to such contracts and agreements may be realized, Seller or its subsidiaries, as applicable, shall, to the extent reasonably possible and to the extent it would not impose any material obligation on Seller or any of its subsidiaries (other than the Subsidiaries), keep such contracts and agreements in effect and shall give Buyer or its Designee the benefit of each such agreement to the same extent as if it had been assigned, and Buyer or its Designee shall perform for the benefit of the Seller or its subsidiaries, as applicable, the obligations under the contract or agreement relating to the benefit obtained by Buyer or its Designee. Upon the receipt by Buyer or Seller following the Closing Date of the consent of the other party to any such contract or agreement that is by its terms or at law non-assignable without such consent, such contract or agreement shall, without any further
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Non-Assignable Agreements. In the event and to the extent that General Magic is unable to obtain any required consent to the transfer at the Closing to the Company of any DR Contract (any such contract, the "Non-Assignable Agreement"), then (i) General Magic shall remain a party to and shall continue to be bound by such Non-Assignable Agreement, (ii) the Company shall pay, perform and discharge fully all of the obligations of General Magic thereunder from and after the Closing Date, upon the terms and subject to the conditions of such Non-Assignable Agreement, (iii) the Company shall indemnify General Magic for any Losses (as defined below) arising out of any failure on the part of the Company to fulfill any of its obligations referred to under clause (ii) above, from and after the Closing Date, (iv) General Magic shall, without further consideration therefor, pay, assign and remit to the Company promptly all monies, rights and other consideration received in respect of such Non-Assignable Agreement on and after the Closing Date, and (v) General Magic shall, without further consideration therefor, exercise and exploit its rights and options under such Non-Assignable Agreement in the manner and only to the extent directed by the Company and at the Company's sole expense. If and when any consent shall be obtained following the Closing Date with respect to the transfer by General Magic to the Company of any such Non-Assignable Agreement or such Non-Assignable Agreement shall otherwise become assignable following the Closing Date, General Magic shall promptly assign all of its rights and obligations thereunder to the Company, without further consideration therefor, and the Company shall, without further consideration therefor, assume such rights and obligations, to the fullest extent permitted. The existence of the provisions of this Section 5.2 shall not reduce or otherwise adversely affect any party's ability to enforce any of its rights under this Agreement.
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Non-Assignable Agreements. With respect to the Non-Assignable Agreements listed on Exhibit D-2, the Assignors will permit the Assignee to enjoy all of the rights and benefits under those agreements that the Assignors would otherwise be entitled to for the term thereof, in accordance with the terms thereof, including any right to purchase any equipment covered by said agreements at the Assignee's expense, and the Assignee, as long as such rights and benefits are provided or made available to Assignee shall comply with the terms of such agreements and shall pay, perform and discharge all of the post-Closing obligations and liabilities under such agreements, or reimburse the Assignors for doing so (upon receipt of evidence by the Assignors supporting such reimbursement reasonably acceptable to Assignee). Any such agreement and the agreement of the Assignors and Assignee hereunder with respect thereto may be terminated only in accordance with the terms of said Non-Assignable Agreement, except that the Assignee also shall have the right to terminate its agreement under this paragraph with respect to a Non-Assignable Agreement if the rights and benefits thereunder are no longer made available to the Assignee for any reason other than the failure of the Assignee to comply with its obligations under this paragraph.
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Non-Assignable Agreements. 43 SECTION 5.17
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Non-Assignable Agreements. Seller hereby covenants and agrees to use commercially reasonable efforts to obtain all necessary consents to the assignment of any of the Business Agreements, Warranties, Permits and Engineering Documents (for the purposes of this Section 11.17, the terms Business Agreements, Warranties, Permits and Engineering Documents shall include all agreements, documents and instruments included within such definitions, whether or not the same are assignable by Seller) as Purchaser and Seller shall mutually agree
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Non-Assignable Agreements. Nothing in this Agreement shall constitute an agreement to assign any lease, contract or agreement (i) which, by its terms or by law, is not assignable without the consent of the other party or parties to such lease, contract or agreement, unless such consent shall have been given, or (ii) if any attempted assignment thereof, without the consent of the other party or parties, would constitute a breach thereof, or would contravene any law or regulation. If any such consent shall not be obtained, then Seller and Buyer shall, at the request of Buyer, do all things reasonably necessary and cooperate with each other in any legal and reasonable arrangement designed to provide for Buyer the benefit of any such lease, contract or agreement.
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Non-Assignable Agreements. This Agreement shall not constitute an agreement to assign any Contract or other Purchased Assets if an assignment or attempted assignment of the same without the consent of the other party thereto would constitute a breach thereof or in any way impair the rights of QuadraMed thereunder. If such consent is not obtained, or if an attempted assignment would be ineffective or would materially impair QuadraMed's rights thereunder so that QuadraMed would not, in fact, receive all such rights, Med Data shall act as the agent of QuadraMed in order to attempt to obtain for QuadraMed the benefits thereunder. All costs or expenses of performance of Med Data's obligations following the Closing Date under the terms of such an assigned agreement shall be borne by QuadraMed as provided in this Agreement. In the event the third party will not permit QuadraMed to so act as the agent of Med Data, or QuadraMed is prohibited by law from doing so, Med Data shall, at QuadraMed's option, assume all of the remaining burdens and obligations under the relevant instrument, and QuadraMed shall make available to Med Data the Intellectual Property and services necessary to fulfill the obligations under the agreement on the same terms and conditions as the agreement imposes upon Med Data. The purpose of this provision is to allow Med Data to pass through the benefits and costs of any non-assignable agreements. QuadraMed agrees to cooperate in the negotiations related to any attempt to obtain a consent to assign a Contract or other Purchased Asset.
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Related to Non-Assignable Agreements

  • 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.

  • Non-Assignable Contracts (a) If and to the extent that any Ralcorp Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Post Party of any Contract or other rights relating to the Post Business that would otherwise be transferred or assigned to such Post Party as contemplated by this Agreement or any other agreement or document contemplated hereby, (i) such Ralcorp Party shall continue to be bound thereby and the purported transfer or assignment to such Post Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by law, the Post Parties shall pay, perform and discharge fully all of the obligations of the Ralcorp Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the Ralcorp Parties for all Losses arising out of such performance by such Post Party. The Ralcorp Parties shall, without further consideration therefor, pay and remit to the applicable Post Party promptly all monies, rights and other considerations received in respect of such performance. The Ralcorp Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 7.02(a) only as reasonably directed by Post and at Post’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the Ralcorp Parties shall promptly assign or transfer and novate (to the extent permissible) all of their rights and obligations thereunder to the applicable Post Party without payment of further consideration, and such Post Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds therefrom) pursuant to this Section 7.02(a) is prohibited by law or the terms thereof, this Section 7.02(a) shall operate to create a subcontract with the applicable Post Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the Ralcorp Parties with respect to the performance by such Post Party.

  • Non-Assignable This Agreement is not assignable or transferable to any other party.

  • Contract Non-Assignable The parties acknowledge that this Agreement has been entered into due to, among other things, the special skills and knowledge of Executive, and agree that this Agreement may not be assigned or transferred by Executive.

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

  • Binding Agreement; Assignments Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the parties that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither the Borrower nor any Guarantor may assign or transfer any of its rights or obligations hereunder (and any such attempted assignment or transfer shall be void) without the prior written consent of the Required Lenders. Notwithstanding the foregoing, at the time any Guarantor is released from its obligations under the Guarantee Agreement in accordance with such Guarantee Agreement and the Credit Agreement, such Guarantor will cease to have any rights or obligations under this Agreement.

  • Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Starboard. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Starboard, the prior written consent of the Company, and with respect to the Company, the prior written consent of Starboard. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • Non-Assignment This Agreement shall not be assigned by either party without the written consent of the other party.

  • Binding Effect; Several Agreement; Assignments Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

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