Non-Assignable Assets Clause Samples
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Non-Assignable Assets. (a) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to contribute, convey, assign, transfer or deliver to, or to have assumed by, any of Trimble, Company or any of their respective Subsidiaries, any Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a material breach or other material contravention thereof or a material violation of Law. Trimble shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to obtain prior to Closing (i) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Business Asset or Assumed Liability to the Company and its Subsidiaries and (ii) any consent necessary for the contribution, conveyance, assignment, transfer, delivery or assumption of any Excluded Asset or Excluded Liability to Trimble or its controlled Affiliates (other than the Company and its Subsidiaries). If, on the Closing Date, any such consent is not obtained, or if an attempted contribution, conveyance, assignment, transfer, delivery or assumption thereof would be ineffective or a violation of Law, so that Trimble or the Company, or any of their respective Subsidiaries, as applicable, would not in fact receive all such rights or assume such obligations, from and after the Closing, then, for a period not to exceed the term of the Transition Services Agreement, Trimble and the Company, or any of their respective Subsidiaries, as applicable, shall continue to use their respective reasonable best efforts to obtain such consent and, until such Contract is contributed, conveyed, assigned, transferred, delivered or assumed by the appropriate Party, cooperate in a mutually agreeable arrangement under which Trimble or the Company, or any of their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third-party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Business Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities, or any claim, right, benefit ...
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. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Business Contract, agreement, asset, property or right, including any certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Entity or is cancelable by a third party in the event of an assignment (each a “Non-Assignable Asset” and collectively, the “Non-Assignable Assets”) unless and until such consent shall have been obtained.
Non-Assignable Assets. (a) Notwithstanding anything to the contrary in this Agreement, 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 Acquired Asset to Buyers (provided that this Section 2.5(a) shall not affect whether any asset, property or right shall be deemed to be an Acquired Asset or Assumed Liability for any other purpose under this Agreement), or for Buyers 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), in each case unless and until such consent or waiver shall have been obtained (collectively, “Non-Assignable Assets”); provided, however, that, subject to the satisfaction or waiver of the conditions set forth in Section 4.3, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof.
(b) Seller shall, and shall cause its Subsidiaries to, use their commercially reasonable efforts to obtain, or to cause to be obtained, all consents, approvals and waivers required from a third party in connection with any Material Non-Assignable Asset on terms that will ensure that Buyers and their Affiliates maintain and preserve the rights and benefits under the Material Non-Assignable Assets following the consummation of the Transactions that were enjoyed by Seller, and its Affiliates as of the date hereof; provided, that, neither Seller nor any Subsidiary thereof shall be required to pay any amounts or provide other consideration in connection with obtaining any such consent, approval or waiver in connection with a Material Non-Assignable Asset. To the extent permitted by applicable Law, in the event any such consent, approval or waiver cannot be obtained prior to Closing, then from and after the Closing until such consent, approval or waiver shall have been obtained (or earlier termination or expiration of the applicable Contract), (i) Seller (x) with respect to each Non-Assignable Asset (other than the Specified Contract, if the Specified Contract is a Non-Assignable Asset), shall use commercially reasonable efforts to, and (y) with respect to the Specified Contract (if the Specified Contract is a Non-Assignable Asset), shall, in the case of clause (x) and clause (y), provide Buyer with the benefits under each Non-Assignable Asset as if such Non-Assig...
Non-Assignable Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of any Assumed Contract or the transfer of any property or asset (including but not limited to any Permit) requires the consent of any other Person, or shall be subject to any option by any other Person by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to the Purchasers, this Agreement shall not constitute an agreement to assign any such Assumed Contract, property or asset or any claim or right or any benefit arising thereunder or resulting therefrom if any such attempted assignment would constitute a default thereunder or in any way adversely affect the rights of the Purchasers thereunder. If consent to the assignment or transfer of any such Assumed Contract, property or asset is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of the Purchasers thereunder, then, at the Purchasers’ request, the Sellers shall cooperate with the Purchasers in any reasonable arrangement designed to provide to the Purchasers the benefits under such Assumed Contracts, properties and assets, including without limitation, enforcement for the account of the Purchasers of any and all rights of any Seller against the other party thereto arising out of the breach or cancellation thereof by such party or otherwise; provided that such cooperation by the Sellers shall not cause the applicable Seller to violate any terms of such Assumed Contract; provided, further, that the Purchasers shall assume all of the post-Closing liabilities of the applicable Seller under such Assumed Contracts (other than Excluded Liabilities) to the extent to which the Purchasers receives the post-Closing benefits thereof.
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 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. 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).
Non-Assignable Assets. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign any interest in any instrument, contract, lease or other agreement or arrangement or any claim, right or benefit, if an assignment without the consent of a third party would constitute a breach or violation thereof and would adversely affect a Party’s ability to convey the interest or impair the interest as conveyed to the applicable Party. Such required consents or waivers are referred to herein as “Required Consents.” If a Required Consent is not obtained on or prior to the date hereof, or if an attempted assignment would be ineffective or would affect a Party’s ability to convey the interest unimpaired, then such Party shall use commercially reasonable efforts to cooperate with the other Parties in any reasonable arrangement, including performance by either or both applicable Parties, as the case may be, as agent for the other, in order to cause such Party to receive the benefits of such interest, including but not limited to all revenue, accounts receivable and other cash flow under such interest, and to accept the burdens and perform the obligations, under any such instrument, contract, lease or other agreement or arrangement or any such claim, right or benefit all as of the date hereof; provided, however, that the Parties will continue to use their commercially reasonable efforts after the date hereof to obtain the applicable Required Consent. Any transfer or assignment to one Party by another Party of any interest under any such instrument, contract, lease or other agreement or arrangement or any such claim, right or benefit that requires the consent of a third party shall be made subject to such consent or approval being obtained. As and when such Assets become transferable, the Asset Transferors will transfer such Assets forthwith to Envoy.
Non-Assignable Assets. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement or the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to sell, assign, transfer, convey or deliver to any Asset Buyer any Contract or Permit which, by its terms or by applicable Law, is not assignable without the consent of or notice to a third party thereto, or a Governmental Authority, or a novation thereof or is cancelable by a third party in the event of an assignment or transfer without such consent or notice, unless and until such consent is obtained or novation is completed or the requisite notice is given (each a “Non-Assignable Contract or Permit”). If any such consent shall not be obtained or novation shall not be completed or such notice shall not be given in accordance with the requirements therefore or if any attempted assignment would be ineffective or would impair any rights of any of the Asset Sellers or any Asset Buyer under any such Non-Assignable Contract or Permit such that any Asset Buyer would not, in fact, acquire the benefit of all rights under such Non-Assignable Contract or Permit, then (i) in the case of a Contract that is a Non-Assignable Contract or Permit, the applicable Asset Seller shall hold such Non-Assignable Contract or Permit in trust for the Asset Buyers and the Sellers shall use commercially reasonable efforts to cooperate with the Asset Buyers as the Asset Buyers may reasonably request until the end of the Management Period (as defined in the TSA) to promptly obtain such consents, complete such novations or give such requisite notice for the assignment thereof to the applicable Asset Buyer or their designee (provided, however, that none of the Sellers or the Beneficial Owners shall be required to pay any consideration, incur any out-of-pocket expenses or make any concession therefor) and (ii) in the case of a Permit that is a Non-Assignable Contract or Permit, the Sellers shall use commercially reasonable efforts to cooperate with the Asset Buyers as the Asset Buyers may reasonably request until the end of the Management Period (as defined in the TSA) to promptly obtain such consents, complete such novations or give such requisite notice for the assignment thereof to the applicable Asset Buyer to the extent permitted by applicable Law (provided, however, that none of the Sellers or the Beneficial Owners shall be required to pay any consideration, incur any out-of-pocket expenses or...