Non-Assignment; Consents Sample Clauses
POPULAR SAMPLE Copied 1 times
Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey, deliver or assume a Purchased Asset or an Assumed Liability to the extent that a sale, assignment, transfer, conveyance, delivery or assumption thereof (i) would be prohibited by Law or (ii) would, without the Consent by any relevant Third Party, (A) constitute a breach or other contravention thereof or of any Contract related to the Triage Business or (B) be ineffective, void or voidable, in the case of each of clauses (A) and (B) unless and until such Consent is obtained.
(b) If the Closing occurs and (i) the circumstances described in Section 2.04(a) exist or (ii) any Consent of a Governmental Authority that is required to permit a Designated Purchaser to place Products on the market in a particular jurisdiction under a Registration included within the Purchased Assets has not then been obtained and such jurisdiction is not a Deferred Asset Jurisdiction (which are the subject of Section 2.08), until the earlier of such time as such Consent is obtained and the first anniversary of the Closing Date, (A) Seller and Purchaser shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any such Consent required to: (x) sell, assign, transfer, convey or deliver (directly or indirectly) any Purchased Asset to Purchaser or another Designated Purchaser, and (y) obtain the unconditional release of the Asset Seller Entities and their respective Affiliates so that Purchaser or another Designated Purchaser shall be solely responsible for the Assumed Liabilities; provided, that (1) nothing in this Agreement shall obligate or in any way require the Asset Seller Entities, ▇▇▇▇▇▇ or any of their respective Affiliates to expend money, commence any Action or offer or grant any material accommodation (financial or otherwise) to any Third Party in connection with obtaining any Consent to transfer any Purchased Asset and (2) costs to obtain subscriptions, software as a service or software or information technology licenses shall not be deemed a cost to obtain Consent, and Purchaser shall be solely responsible for the cost of any such subscriptions, software as a service or software or information technology licenses for the operation of the Triage Business or ownership of the Purchased Assets following Closing, including those included within, or related to Information Technology Assets included...
Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey or deliver a Purchased Asset or for Purchaser to assume an Assumed Liability if a sale, assignment, transfer, conveyance, delivery or assumption thereof (i) would be prohibited by Law or (ii) would, without the approval, authorization or consent of, filing with, notification to, or granting or issuance of any order, waiver or Permit by, any relevant Person (collectively, “Approvals”), (A) constitute a breach or other contravention thereof or of any Contract related to the Business or
Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, transfer, convey, assign or deliver any Purchased Asset if an attempted sale, assignment, transfer, conveyance, assignment or delivery thereof would be prohibited by applicable Law or would, without the Consent of any third party, (i) constitute a breach or other contravention thereof, or (ii) be ineffective, void or voidable, unless and until such Consent is obtained.
(b) The Parties shall cooperate in good faith and shall use their reasonable best efforts to obtain, or cause to be obtained, any (i) Consent (other than Consents of Governmental Authorities under Regulatory Laws, which shall be governed by Section 5.4) required to sell, assign, transfer, convey, assign or deliver any Purchased Contract or other Purchased Asset and (ii) Transferred Permit and to obtain the unconditional release of the Seller, so that the Purchaser will be solely responsible for the Assumed Liabilities; provided that neither the Purchaser nor the Seller shall be required to pay any amount or provide any other consideration to any Person from whom any such Consent is required (other than in the case of items 5 and 6 of Section 2.1(d)(viii) of the Disclosure Schedule or any Transferred Permit, customary and reasonable filings or other similar fees and reasonable deposits or other forms of credit support). In furtherance of the foregoing, the Purchaser agrees to provide such assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority to the extent necessary to facilitate the issuance or transfer of a Permit to the Purchaser. If such Consent or Transferred Permit is not obtained prior to the Closing, then, until the earlier of such time such Consent or Transferred Permit is obtained or twelve (12) months after the Closing Date, the Seller shall cooperate with the Purchaser in any arrangement reasonably acceptable to the Purchaser and the Seller intended to (A) provide the Purchaser, to the fullest extent reasonably practicable, the economic and other claims, rights and benefits of any such Purchased Assets and (B) cause the Purchaser to bear all costs and Liabilities thereunder from and after the Closing Date in accordance with this Agreement.
(c) For such time from and after the Closing as the Seller holds any Purchased Assets and provides the Purchaser any claims, rights and benefits of a...
Non-Assignment; Consents. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement does not constitute an agreement to sell, assign, transfer or convey any Purchased Asset if an attempted sale, assignment, transfer or conveyance of the Purchased Asset would be prohibited by Law or would, without the approval, authorization or consent of, filing with, notification to, or granting or issuance of any license, order, waiver or permit by, any third party or Governmental Entity (collectively, “Approvals” and such Purchased Assets, collectively, the “Non-Assignable Assets”)
(i) constitute a breach or other contravention thereof;
(ii) be ineffective, void or voidable; or
(iii) adversely affect, in any respect, the rights thereunder of the Seller Entities, the Purchased Entities, Purchaser or any of their respective officers, directors, agents or Affiliates, unless and until such Approval is obtained; it being understood that the Parties’ obligations to effect the Transaction and the other transactions contemplated by this Agreement are not conditioned upon the receipt of such Approvals, other than the Antitrust Approvals specified in Section 7.1(a).
(b) Seller and Purchaser (and any Purchaser Designee) shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts, prior to the Closing and for a period of one (1) year following the Closing, to obtain, or cause to be obtained, any Approval (other than Antitrust Approvals, which will be governed by Section 5.1) (the “Non-Antitrust Approvals”) required to sell, assign, transfer or convey any Non-Assignable Asset to Purchaser and/or to one or more of the Purchaser Designees (if applicable) at the Closing, and to obtain the unconditional release of Seller and its Affiliates so that, from and after the Closing, Purchaser and its Subsidiaries shall be solely responsible for the Assumed Liabilities. If such Non-Antitrust Approval is not obtained prior to the Closing, then, until the earliest of (w) such time as such Non-Antitrust Approval is obtained, (x) one (1) year following the Closing Date (except for the items identified in the following clause (z)), (y) with respect to a Business Contract, the earlier of the expiration of the term of such Business Contract in accordance with its current term or the execution of a replacement Contract by Purchaser or one of its Affiliates, and (z) with respect to any Transferred Owned Real Property or Transferred Leased Real Property in Israel, ten (10) yea...
Non-Assignment; Consents. (a) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Acquired Asset, including any Contract, license, certificate, approval, authorization or other right, which by its terms or by Legal Requirement is nonassignable without the consent of any Person (“Nonassignable Assets”).
(b) Following the date hereof and prior to the Effective Time, Assignee shall (x) deliver any notices and (y) obtain any consents, in each case, required under any Nonassignable Asset not obtained prior to the date hereof, and in a form reasonably acceptable to MedAvail, and following the receipt of such consent or notice, Assignor shall transfer and assign to Assignee such Nonassignable Assets for no additional consideration. At the Effective Time, any Nonassignable Asset held by Assignor shall either (i) have been terminated by Assignor, or (ii) assigned to Assignee, notwithstanding any right of any other Person. Following any assignment or transfer, a Nonassignable Asset shall be deemed Acquired Asset for purposes of this Agreement.
(c) From and after the Effective Time, Assignee shall indemnify and hold harmless Assignor, its Subsidiaries and Affiliates, from and against any Loss arising from the failure to assign to Assignee a Nonassignable Asset in accordance with the terms hereof.
Non-Assignment; Consents. 5 Section 2.9 Withholding 6 Section 2.10 Allocation of Purchase Price 6