Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. (a) Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Contract or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof without the consent of a third party thereto would constitute a breach or other contravention thereof, would be ineffective with respect to any such third party, or would in any way adversely affect the rights of Purchaser or Sellers thereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Blue Steel Capital Corp), Asset Purchase Agreement (Republic Technologies International Holdings LLC)

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Non-Assignable Contracts. (a) Notwithstanding anything contained in this Agreement To the extent that assignment hereunder by Seller to Buyer of any Contract is not permitted or is not permitted without the contraryconsent of any third party, this Agreement shall not be deemed to constitute an agreement undertaking to assign any Purchased Contract the same if such consent is not given or any claim, right or benefit arising thereunder or resulting therefrom if such an attempted assignment thereof without the consent of a third party thereto undertaking otherwise would constitute a breach of or other contravention thereof, would be ineffective with respect cause a loss of benefits thereunder. Buyer and Seller will use commercially reasonable efforts to obtain any and all such third party, or would in any way adversely affect the rights of Purchaser or Sellers thereunderparty consents.

Appears in 1 contract

Samples: Asset Purchase Agreement (Morton Industrial Group Inc)

Non-Assignable Contracts. (a) Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Contract or Contractor any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof without the consent of a third party thereto would constitute a breach or other contravention thereof, would be ineffective with respect to any such third party, or would in any way adversely affect the rights of Purchaser or Sellers thereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (PAV Republic, Inc.)

Non-Assignable Contracts. (a) 1.6.1. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Non-Assignable Contract (as defined below) or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof the agreement to assign or attempt to assign, without the consent or approval of a third party thereto party, would constitute a breach thereof or other contravention thereof, would be ineffective with respect to any such third party, or would in any way adversely affect the rights of Purchaser Seller or Sellers Buyer (assuming such assignment, as compared to Seller’s rights thereunder) thereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Secure Computing Corp)

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Non-Assignable Contracts. (a) Notwithstanding anything contained Nothing in this Agreement shall be construed as an attempt by the Selling Companies to the contrary, assign to any Buyer Party pursuant to this Agreement shall not constitute an agreement to assign any Contract, Permit, franchise, claim or asset included in the Purchased Contract Assets that is by its terms or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof by law non-assignable without the consent of a third any other party thereto would constitute a breach or other contravention thereofparties, would be ineffective with respect to any unless such third partyconsent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to the Selling Companies would in any way adversely affect not by law pass to the rights Buyer as an incident of Purchaser or Sellers thereunderthe assignments provided for by this Agreement (a "Non-Assignable Contract").

Appears in 1 contract

Samples: Asset Purchase Agreement (Verticalnet Inc)

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