Non-Assignable Assets Clause Samples
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Non-Assignable Assets. Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.07, 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 would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing for a period of one (1) year, Seller shall use commercially reasonable efforts, with ▇▇▇▇▇’s cooperation, to obtain any such required consent, authorization, approval or waiver as promptly as possible to provide Buyer with such Purchased Asset and the related rights, obligations and responsibilities from and after the Closing; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor. If any such consent, authorization, approval or waiver shall not be obtained or if any attempted assignment would be ineffective or would materially impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Buyer and Seller shall use commercially reasonable efforts to enter into such arrangements (such as sublicensing or subcontracting) to provide to the parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Purchased Asset to Buyer as of the Closing and the performance by Buyer of its obligations with respect thereto. Such arrangement may include Seller, to the maximum extent permitted by Law and the Purchased Asset, acting after the Closing for a period of up to one (1) year 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 Purchased Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer; provided, that Buyer shall undertake to pay, perform and/or satisfy the corresponding Liabilities of Seller thereunder from and after the Closing Date for the enjoyment of such be...
Non-Assignable Assets. Notwithstanding the foregoing, if any of the Acquired Assets are not assignable or transferable (each, a “Non-Assignable Asset”) without the consent of, or waiver by, a third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal Requirements, and any of such Assignment Consents are not obtained by Seller on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and Buyer shall not assume Seller’s rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets). If there are Assignment Consents that are not obtained by Seller by the Closing Date, without limiting Seller’s obligations under Section 5, Seller shall use its reasonable best efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date and thereafter assign to Buyer such Non-Assignable Assets. Following any such assignment, such assets shall be deemed Acquired Assets and the Liabilities thereunder shall be deemed Buyer Assumed Liabilities for purposes of this Agreement. After the Closing, Seller shall cooperate with Buyer, at Seller’s expense, in any reasonable arrangement designed to provide Buyer with all of the benefits of the Non-Assignable Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases, establishing arrangements whereby Buyer shall undertake the work necessary to perform under Seller’s Contracts and the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder.
Non-Assignable Assets. (a) None of the Key Holder Parties nor the Group Companies shall be required to assign or transfer any Contributed Asset which by its terms or by Law is not assignable or transferable without the consent or approval of any Governmental Authority or other third party or satisfaction of any condition (each “Conditional Transfer Asset”), unless and until such consent or approval has been obtained or such condition has been satisfied, or any Non-Transferred Contributed Asset.
(b) The Key Holder and the Company shall, and shall cause each of the Key Holder Parties and the Group Companies to, use commercially reasonable efforts to obtain as expeditiously as possible any consent or approval that may be required and to satisfy any condition necessary to the assignment or transfer of a Conditional Transfer Asset to the Group Companies.
(A) With respect to any Conditional Transfer Asset that is not a Contract, unless and until any such consent or approval that may be required is obtained or any such condition is satisfied, to the extent permitted by applicable Law and by the terms of the applicable Conditional Transfer Asset, the Key Holder and the Company shall, and shall cause each of the Key Holder Parties and the Group Companies to, cooperate and use commercially reasonable efforts to establish an arrangement (including subcontracting, sublicensing or subleasing arrangements) under which the Group Companies would obtain the rights and benefits and assume the corresponding liabilities and obligations under such Conditional Transfer Asset or under which the Key Holder or the Key Holder Parties would, at the reasonable request of the Group Companies, enforce for the benefit of the Group Companies, in respect of such Conditional Transfer Asset, any and all claims, rights and benefits of the Key Holder and its Subsidiaries against a third party; (B) with respect to any Conditional Transfer Asset that is a Contract, the Parties shall discuss in good faith and agree upon the arrangement to ensure that the arrangements under this Section 4.9(c) can be applied to such Contract, unless such arrangements are expressly provided for under the Framework Restructuring Agreement. The foregoing arrangement shall not apply to a Transferred Employee.
(d) If and when all such consents or approvals are obtained and all such conditions are satisfied in respect of the relevant Conditional Transfer Asset, the transfer of such Conditional Transfer Asset to the Group Companies shall be e...
Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions contemplated hereby shall be construed as an attempt or agreement to sell, transfer, assign convey or deliver any Transferred Asset to Buyer (provided that this Section 2.6(a) shall not affect whether any asset, property or right shall be deemed to be a Transferred Asset for any other purpose under this Agreement), or for Buyer to assume any Assumed Liability, in each case which is not transferable or non- assignable, as applicable, without the consent or waiver of a Third Party (including any Governmental Authority) or is cancelable by a Third Party in the event of such a transfer or assignment without the consent or waiver of such Third Party (including any Governmental Authority), in each case unless and until such consent or waiver shall have been obtained (collectively, “Non-Assignable Assets”).
(b) Seller shall use its reasonable best efforts to obtain, or to cause to be obtained, all consents, approvals and waivers set forth on Schedule 2.6(b) on terms that will ensure that Buyer maintains and preserves the rights and benefits under the Non-Assignable Assets following the consummation of the Transactions that were enjoyed by Seller as of the date hereof. To the extent permitted by applicable Law, in the event such consent, approval or waiver cannot be obtained prior to Closing, (i) the Non-Assignable Assets subject thereto and affected thereby shall be held, as of and from the Closing, by Seller in trust for the benefit of Buyer, and all benefits and obligations existing thereunder shall be for Buyer’s account, (ii) Buyer shall pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the name of Seller) all of the covenants and obligations of Seller incurred after the Closing with respect to such Non-Assignable Assets, (iii) Seller shall take or cause to be taken at their own expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of such Non- Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Assets, and promptly pay over to Buyer all money or other consideration received by it in respect of such Non-Assignable Assets, and (iv) Buyer and Seller shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to implement the...
Non-Assignable Assets. (a) This Agreement will not constitute an assignment or transfer, or an attempted assignment or transfer, of any License and Permit or Contract which, but for this Section 2.6(a), would constitute a Contributed Asset (a "Non-Assignable Asset"), if and to the extent that the assignment or transfer of such Non-Assignable Asset:
(i) would require the consent or waiver of a third party, including any Governmental Authority, and such consent or waiver has not been obtained;
(ii) would constitute a breach of the terms of such Non-Assignable Asset; or
(iii) would constitute a violation of any Law or Decrees.
(b) The AAC LLCs and the AAC Companies will use their best efforts to obtain the consents and waivers and to resolve the impracticalities of assignment referred to in Section 2.6(a) and in the meantime the AAC LLCs and the AAC Companies will use their best efforts to obtain for the AAC LLCs the benefit of any Non-Assignable Asset, subject to the corresponding liabilities and obligations.
(c) To the extent that any consent or waiver referred to in Section 2.6(a) is not obtained by the AAC Companies until the impracticalities of assignment referred to in Section 2.6(a) are resolved, the AAC Companies will use their reasonable best efforts to (i) provide to the AAC LLCs the benefits of any Non-Assignable Asset, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to the AAC LLCs, and (iii) at the request of the Company, enforce for the account of the AAC LLCs any right of the AAC Companies arising from any Non-Assignable Asset against such issuer or the other party or parties referred to in Section 2.6(a) (including the right to elect to terminate in accordance with the terms of such Non-Assignable Asset on the advice of the Company).
(d) To the extent that the AAC LLCs are provided the benefits pursuant to this Section 2.6 of any Non-Assignable Asset, the AAC LLCs will perform the obligations of the AAC Companies under or in connection with such Non-Assignable Asset; provided that neither the Company nor any of the AAC LLCs shall have any obligation or liability under any Licenses and Permits or Contracts as to which the AAC LLCs are not provided any benefits.
Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.08, 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 would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release, substitution or amendment required to novate all liabilities and obligations under any and all Assigned Contracts or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the Closing Date; provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment, transfer, conveyance or license shall be paid in accordance with Section 6.11.
(b) To the extent that any Purchased Asset and/or Assumed Liability cannot be transferred to Buyer following the Closing pursuant to this Section 2.08, Buyer and Seller shall enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the part...
Non-Assignable Assets. Notwithstanding anything to the contrary in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to OpCo of any Asset (i) would result in a violation of applicable law, (ii) cannot be effected due to any defect in the chain of title of such Asset (including the failure of Landmark to have marketable title to any Asset), or (iii) would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement, and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article 10 and Article 11, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Landmark and OpCo shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver. To the extent that any Asset or Assumed Liability cannot be transferred to OpCo at the Closing or any transfer is later voided or diminished due to a cause of the type described in clauses (i), (ii) or (iii) of the first sentence of this Section 2.6, Landmark and OpCo shall use commercially reasonable efforts to enter into such arrangements to provide to the parties the economic and operational equivalent of the transfer of such Asset or Assumed Liability to OpCo as of the Closing and the performance by OpCo and Landmark of their respective obligations with respect thereto.
Non-Assignable Assets. Following the Closing, the Seller shall use commercially reasonable efforts at no undue expense to cooperate with and assist the Purchaser and the Purchaser Parent in obtaining all consents required in connection with the Contemplated Transactions not obtained as of the Closing. To the extent that any consent is not obtained, at the Purchaser’s request the Seller and the Purchaser shall enter into agreements for each Assumed Contract, Permit or other right included in the Acquired Assets for which consent was not obtained, under which the Purchaser shall obtain the rights and benefits of any such Assumed Contract, Permit or other right at the Purchaser’s cost and assume the corresponding obligations and liabilities of the Seller thereunder, so that the Parties are, to the greatest extent possible, put in the same economic position they would have been in had such consent been obtained unconditionally and without recourse. Such agreements may be in the form of a subcontract, sub-license or sub-lease appointing the Purchaser as agent to the Seller to perform thereunder, or any other arrangement under which the Purchaser could enforce for the benefit of the Purchaser any and all rights and benefits of the Seller against the third party thereto. If the Parties are able neither to obtain a consent nor enter into an agreement providing the Purchaser the rights and benefits with respect to any Assumed Contract, Permit or other right, they shall promptly and in good faith agree upon an appropriate reduction of the Purchase Price, and the Seller shall promptly pay such reduction amount to the Purchaser.
Non-Assignable Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery to Purchaser of any Asset, or any other item to be delivered at Closing, such as a permit, license or consent, is prohibited by any foreign, federal, state or local statutes, laws or regulations applicable to the Assets or the operation of the Business (an "Applicable Law") or would require any governmental or third party authorizations, approvals, consents or waivers which shall not have been obtained prior to the Closing (after Sellers' reasonable best efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereof. Following the Closing, the parties shall use reasonable best efforts and cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Sellers nor Purchaser shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any governmental authority, which fees shall be paid in accordance with Section 2.6. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such Asset. Once such authorization, approval, consent or waiver is obtained, the Sellers shall promptly assign, transfer, convey and deliver such Asset to Purchaser for no additional consideration. To the extent that any such Asset cannot be transferred or the full benefits of use of any such Asset cannot be provided to Purchaser following the Closing, then Purchaser and Sellers shall enter into such arrangements for no additional consideration from Purchaser (including subleasing or subcontracting if permitted) to provide Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such authorization, approval, consent or waiver.
Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any contracts or the transfer of any properties or assets requires the consent of any other Person or Governmental Authority and such consent has not been obtained, this Agreement shall not constitute an agreement to assign or transfer any such contracts, properties or assets or any claim, right or benefit arising thereunder or resulting therefrom if any such attempted assignment or transfer would constitute a breach or default thereunder or otherwise materially adversely affect the rights of Buyer thereunder. If consent to the assignment or transfer of any such contracts, properties or assets is not obtained, or if an attempted assignment or transfer thereof in the absence of such a consent would be ineffective or would materially adversely affect the rights of Buyer thereunder, then, at Buyer’s request, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide to Buyer the benefits under such contracts, properties or assets; provided that such cooperation by Seller shall not cause Seller to violate any terms of any such contract or any applicable Law; provided, further, that Buyer shall assume all of the post-Closing liabilities and obligations of Seller under such contracts to the extent to which Buyer receives the post-Closing benefits thereof. Notwithstanding the foregoing, nothing in this Section 1.7 shall require Buyer to waive any condition to Closing contained in Section 7.1 or 7.2 hereof or excuse Seller from making all deliveries required by Section 1.6(b).