Non-Assigned Contracts Clause Samples
The Non-Assigned Contracts clause defines how contracts that cannot be transferred or assigned to another party are handled during a transaction, such as a business sale or merger. Typically, this clause outlines procedures for identifying such contracts, the obligations of the parties to seek necessary consents, and the steps to be taken if assignment is not possible—such as excluding the contract from the transaction or providing alternative arrangements. Its core function is to address the risk and uncertainty associated with contracts that are not freely assignable, ensuring both parties understand their rights and responsibilities regarding these agreements.
Non-Assigned Contracts. Notwithstanding anything contained in this Agreement:
(a) To the extent that assignment by either of the Companies to either of the Purchasers of any Assumed Contract is not permitted or is not permitted without the consent of a third party, this Agreement and the Company Ancillary Documents shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach of or cause a loss of benefits thereunder. The Parties shall use commercially reasonable efforts (other than the payment of money or the deposit of funds) to obtain any and all such third party consents.
(b) If and to the extent that any required third party consent is unable to be obtained as contemplated by Section 5.5(a) prior to the Closing, such Company party to any such Assumed Contract shall continue to be bound by such Assumed Contract (each, a “Non-Assigned Contract”). In such event, the Companies and the Purchasers shall cooperate in creating a reasonable arrangement designed to provide the benefits of such Non-Assigned Contract to the Purchasers. Pursuant to such arrangement, (i) the Purchasers shall perform the obligations of the Companies under any such Non-Assigned Contract from and after the Closing Date, (ii) the Companies shall, without further consideration therefor, pay and remit to the Purchasers promptly any monies, rights and other consideration received in respect of such Non-Assigned Contract performance, (iii) the Companies shall exercise or exploit its rights and options under all such Non-Assigned Contracts only as directed by the Purchasers, and (iv) the Purchasers shall indemnify the Companies against any third party claims, damages, taxes, costs, expenses or losses incurred by the Companies arising from the Companies’ not having obtained such third party’s consent to the assignment of such Non-Assigned Contract or from the Purchasers’ failure to perform the obligations of the Companies in accordance with such Non-Assigned Contract after the Closing Date. Notwithstanding anything contained herein to the contrary, in the event that the Purchasers have been notified or otherwise become aware that any third party objects to such arrangement with respect to a Non-Assigned Contract, the Purchasers shall not be required to create an arrangement described in this Section 5.5(b) with respect to such Non-Assigned Contract, but the Purchasers and the Companies shall work cooperatively in develo...
Non-Assigned Contracts. All of the rights and interests, and all of the liabilities and obligations, of Transferor in, under or pursuant to any license, lease, contract, agreement, commitment or undertaking entered into in connection with, or otherwise relating to, the Plant, that are identified on Schedule 1.2(b) (Non-Assigned Contracts) (collectively, the "Non-Assigned Contracts").
Non-Assigned Contracts. All of the rights and interests, and all of the liabilities and obligations, of each Asset Seller in, under or pursuant to any license, lease, contract, agreement, commitment or undertaking set forth on the Schedule entitled "Non-Assigned Contracts" (collectively, the "Non-Assigned Contracts");
Non-Assigned Contracts. In the event that (i) there are any Assigned Contracts which are not assignable in whole or in part without the consent, approval or waiver of another party or parties to them, and (ii) such consents, approvals or waivers have not yet been obtained as of the Closing Date on terms satisfactory to Buyer, acting reasonably, then:
(a) nothing in this Agreement will be construed as an assignment of any such Assigned Contracts (the “Non-assigned Contracts”);
(b) the parties will take all actions described in Section 11.4; and
(c) once the consent, approval or waiver to the assignment of a Non-assigned Contract is obtained, such Non-assigned Contract is deemed to be assigned to Buyer and Buyer is deemed to assume the obligations under such Non-assigned Contract.
Non-Assigned Contracts. In the event and to the extent Intasco is not able to obtain any third party consent required to transfer and assign in full to Canadian Buyer any and all of its rights, title and interest in and to any Contract (other than a Contract that is an Excluded Asset or an Excluded Liability) (a “Non-Assigned Contract”), notwithstanding the provisions of Section 2.1, and Buyer does not exercise its right to terminate this Agreement, such non-assignment shall not constitute a breach of this Agreement (but may constitute a failure of a condition) and shall not constitute a transfer and assignment of such Non-Assigned Contract, and Intasco shall hold such Non-Assigned Contract in trust for the benefit of Canadian Buyer pending such time as the Non-Assigned Contract can be transferred to Canadian Buyer; provided, however, that until such Non-Assigned Contract is assigned to Canadian Buyer and if Intasco is otherwise in material compliance with this Section 6.15 (including by providing the benefits of such Non-Assigned Contract to Buyer in accordance with this Section 6.15), then Canadian Buyer shall be responsible for causing the performance in all material respects of all obligations of Intasco under such Non-Assigned Contract, including payment obligations to the extent Canadian Buyer shall be notified reasonably in advance thereof. Intasco, without further consideration therefor from Buyer, shall pay, assign and remit to Buyer immediately after receipt thereof all monies, rights and other consideration or payments received in respect of any such Non-Assigned Contract. Following the Closing, Intasco shall manage such Non-Assigned Contract as reasonably directed by Buyer. Intasco shall use its reasonable best efforts to obtain any required third party consents and assign and transfer in full all of its right, title and interest in and to each Non-Assigned Contract as soon as practicable after the Closing. Upon the receipt of any such consent, Intasco shall promptly assign and transfer all of its right, title and interest in and to such Non-Assigned Contract to Canadian Buyer in full, without payment of further consideration by Buyer, and Canadian Buyer shall assume such Non-Assigned Contract (to the extent required under this Agreement with respect to any Assumed Liability) and receive all such right, title and interest in and to such Non-Assigned Contract.
Non-Assigned Contracts. The Shareholders Agreement and those Contracts set out in Schedule 5.16 which are indicated as being "not required" to be assigned and for which the Vendor is unable with the exercise of reasonable efforts to obtain the required consent to assign to the Purchasers. The parties agree to amend Schedule 2.1(g) prior to Closing to reflect only those Contracts actually being assigned hereunder; and
Non-Assigned Contracts. Any and all liabilities and obligations under any contract, lease or other agreement or arrangement relating to the Business or otherwise which is not an Assigned Contract being assumed by Buyer hereunder.
Non-Assigned Contracts. All of the rights and interests, and all ---------------------- of the liabilities and obligations, of Transferor in, under or pursuant to any license, lease, contract, agreement, commitment or undertaking entered into in connection with, or otherwise relating to, the operation of the Business (other than the operation of the Business at the Facilities) (collectively, the "Non-Assigned Contracts");
Non-Assigned Contracts. In the event that (i) there are any Purchased Contracts, Leases or Authorizations which are not assignable in whole or in part without the consent, approval or waiver of another party or parties to them, and (ii) such consents, approvals or waivers have not yet been obtained as of the Closing on terms satisfactory to the Purchaser, acting reasonably, then:
(a) nothing in this Agreement nor any Ancillary Agreement will be construed as an assignment of any such Purchased Contracts, Leases, or Authorizations (the “Non-assigned Contracts”);
(b) the Parties will take all actions described in Section 10.2; and
(c) once the consent, approval or waiver to the assignment of a Non-assigned Contract is obtained, such Non-assigned Contract is deemed to be assigned to the Purchaser and the Purchaser is deemed to assume the obligations under such Non-assigned Contract.
Non-Assigned Contracts. Seller shall not assign to Purchaser and Purchaser shall not assume any liability with respect to any agreements to which Seller is a party that relate to www.individualinvestor.com ("Non-Assigned Contracts"). Seller repre▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ not be liable to any third party with respect to any Non-Assigned Contract. Notwithstanding the foregoing, Seller and Purchaser shall use reasonable efforts to obtain the consent of Interep for the assignment to Purchaser of Seller's rights and obligations from and after the date of the Closing pursuant to the Advertising Sales Representative Agreement dated as of April 1, 2000 between Seller and WIMS ("WIMS Sales Representative Agreement").