Common use of Non-Assignable Assets Clause in Contracts

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions contemplated hereby will be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer (provided, that this Section 1.6(a) will not affect whether any asset, property or right will, once any required consent or waiver is obtained, be deemed to be a Purchased Asset for any other purpose under this Agreement) or for Buyer and its successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver has been obtained (collectively, the “Non-Assignable Assets”).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Synacor, Inc.), Asset Purchase Agreement (Synacor, Inc.)

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Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions transactions contemplated hereby will shall be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer (provided, that this Section 1.6(a) will 2.07 shall not affect whether any asset, property or right willshall, once any required consent or waiver is obtained, be deemed to be a Purchased Acquired Asset for any other purpose under this Agreement) or for Buyer or any of its Affiliates and its their respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver has shall have been obtained (collectively, the “Non-Assignable Assets”).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cortendo AB), Asset Purchase Agreement (Cortendo AB)

Non-Assignable Assets. (a) Nothing in Neither this Agreement nor the consummation of the Transactions contemplated hereby will be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer or any of its Subsidiaries (provided, that this Section 1.6(a) will not affect whether any asset, property or right will, once any required consent or waiver is obtained, be deemed to be a Purchased Asset for any other purpose under this Agreement) or for Buyer and its successors and assigns to assume any Assumed Liability which in each case by its terms or by Law is not transferable or assignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver has been obtained (collectively, the “Non-Assignable Assets”). In no case shall “Non-Assignable Assets” include the Business Social Media Accounts.

Appears in 1 contract

Samples: Asset Purchase Agreement (Helios & Matheson Analytics Inc.)

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions contemplated hereby will shall be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer Acquisition Sub (provided, that this Section 1.6(a2.6(a) will shall not affect whether any asset, property or right will, once any required consent or waiver is obtained, shall be deemed to be a Purchased an Acquired Asset for any other purpose under this Agreement) or for Buyer Acquisition Sub and its respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignablenonassignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver has shall have been obtained (collectively, the “Non-Assignable Assets”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Solarcity Corp)

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions contemplated hereby will be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer Subsidiary (provided, that this Section 1.6(a) will not affect whether any asset, property or right will, once any required consent or waiver is obtained, be deemed to be a Purchased Asset for any other purpose under this Agreement) or for Buyer Subsidiary and its respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver has been obtained (collectively, the “Non-Assignable Assets”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Synacor, Inc.)

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Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions contemplated hereby will shall be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right to Buyer or any of its Subsidiaries (provided, that this Section 1.6(a) will shall not affect whether any asset, property or right will, once any required consent or waiver is obtained, shall be deemed to be a Purchased Transferred Asset for any other purpose under this Agreement, including for purposes of Article 4) or for Buyer or any of its Subsidiaries and its their respective successors and assigns to assume any Assumed Liability which by its terms or by Law is not transferable or assignable, as applicable, without the consent or waiver of a third party or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party, in each case unless and until such consent or waiver has shall have been obtained (collectively, the “Non-Assignable Assets”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Device Technology Inc)

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions contemplated hereby will shall be construed as an attempt or agreement to sell, transfer, assign, convey or deliver any asset, property or right Acquired Asset to Buyer or its designees (provided, that this Section 1.6(a2.5(a) will shall not affect whether any asset, property or right will, once any required consent or waiver is obtained, shall be deemed to be a Purchased an Acquired Asset for any other purpose under this Agreement) ), or for Buyer and or its successors and assigns designees to assume any Assumed Liability Liability, in each case which by its terms or by Law is not transferable or non-assignable, as applicable, without the consent or waiver of a third party (including any Governmental Authority) or is terminable or cancelable cancellable by a third party in the event of such a transfer or assignment without the consent or waiver of such third partyparty (including any Governmental Authority), in each case unless and until such consent or waiver has shall have been obtained (collectively, the “Non-Assignable Assets”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Andersons, Inc.)

Non-Assignable Assets. (a) Nothing in this Agreement nor the consummation of the Transactions contemplated hereby will shall be construed as an attempt or agreement to sell, transfer, assign, assign convey or deliver any asset, property Acquired Asset to Buyers or right to Buyer any of their Subsidiaries (provided, provided that this Section 1.6(a2.6(a) will shall not affect whether any asset, property or right will, once any required consent or waiver is obtained, shall be deemed to be a Purchased an Acquired Asset for any other purpose under this Agreement) ), or for Buyer and its successors and assigns Buyers or any of their Subsidiaries to assume any Assumed Liability Liability, in each case which by its terms or by Law is not transferable or assignablenonassignable, as applicable, without the consent or waiver of a third party (including any Governmental Authority) or is terminable or cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third partyparty (including any Governmental Authority), in each case unless and until such consent or waiver has shall have been obtained (collectively, the “Non-Assignable Assets”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Netgear, Inc)

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