Common use of Non-Transferable and Non-Assignable Assets Clause in Contracts

Non-Transferable and Non-Assignable Assets. To the extent that any of the Assets to be transferred to the Purchaser on the Closing, or any claim, right or benefit arising under or resulting from such Assets (collectively, the “Rights”) is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any Applicable Law unless the approval, consent or waiver of such third Person is obtained, then, except as expressly otherwise provided in this Agreement and without limiting the rights and remedies of the Purchaser contained elsewhere in this Agreement, this Agreement shall not constitute an agreement to transfer such Rights unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Rights are transferred to the Purchaser, the Vendor shall:

Appears in 6 contracts

Samples: Agreement (Digagogo Ventures Corp), Agreement (Digagogo Ventures Corp), Agreement (Digagogo Ventures Corp)

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Non-Transferable and Non-Assignable Assets. To the extent that any of the Assets to be transferred to the Purchaser on the Closing, or any claim, right or benefit arising under or resulting from such Assets Assets, or any non-solicitation, non-competition, or similar covenant or agreement in respect of the Business (collectively, the "Rights") is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any Applicable Law unless the approval, consent or waiver of such third Person is obtained, then, except as expressly otherwise provided in this Agreement and without limiting the rights and remedies of the Purchaser contained elsewhere in this Agreement, this Agreement shall not constitute an agreement to transfer such Rights unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Rights are transferred to the Purchaser, the Vendor shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceridian Corp)

Non-Transferable and Non-Assignable Assets. To the extent that any of the Purchased Assets to be transferred to the Purchaser on the ClosingBuyer, or any claim, right or benefit arising under or resulting from such Purchased Assets (collectively, the “Rights”a "Right") is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any Assigned Contract or Applicable Law unless the approval, consent or waiver of such third Person is obtained, then, except as expressly otherwise provided in this Agreement and without limiting the rights and remedies of the Purchaser Buyer contained elsewhere in this Agreement, this Agreement shall not constitute an agreement to transfer such Rights Right unless and until such approval, consent or waiver has been obtained. After the Closing and until Until all such Rights are transferred to the PurchaserBuyer, the Vendor Seller shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Spartech Corp)

Non-Transferable and Non-Assignable Assets. To the extent that any of the Assets to be transferred to the Purchaser on the ClosingClosing Date, or any claim, right or benefit arising under or resulting from such Assets (collectively, the “Rights”"RIGHTS") is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any Applicable Law unless the approval, consent or waiver of such third Person is obtained, then, except as expressly otherwise provided in this Agreement and without limiting the rights and remedies of the Purchaser contained elsewhere in this Agreement, this Agreement shall not constitute an agreement to transfer such Rights unless and until such approval, consent or waiver has been obtained. After the Closing Date and until all such Rights are transferred to the Purchaser, the Vendor shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cold Metal Products Inc)

Non-Transferable and Non-Assignable Assets. To the extent that any of the Assets to be transferred to the Purchaser on the ClosingSubject Assets, or any claim, right or benefit arising under or resulting from such Subject Assets (collectively, the "Rights") is not capable of being transferred without the approval, consent or waiver of any third Personperson, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any Applicable Law applicable law unless the approval, consent or waiver of such third Person person is obtained, then, except as expressly otherwise provided in this Agreement and without limiting the rights and remedies of the Purchaser Buyer contained elsewhere in this Agreement, this Agreement shall not constitute an agreement to transfer such Rights unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Rights are transferred to the PurchaserBuyer, the Vendor Seller shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Briggs & Stratton Corp)

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Non-Transferable and Non-Assignable Assets. To the extent that any of the Assets to be transferred to the Purchaser on the Closing, or any claim, right or benefit arising under or resulting from such Assets (collectively, the “Rights”) is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any Applicable applicable Law unless the approval, consent or waiver of such third Person is obtained, then, except as expressly otherwise provided in this Agreement and without limiting the rights and remedies of the Purchaser contained elsewhere in this Agreement, this Agreement (or any ancillary agreement) shall not constitute an agreement to transfer such Rights unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Rights are transferred to the Purchaser, the Vendor Seller shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Smucker J M Co)

Non-Transferable and Non-Assignable Assets. To the extent that any of the Assets to be transferred to the Purchaser on the ClosingAssets, or any claim, right right, benefit or benefit obligation arising under or resulting from such Assets (collectively, the “Rights”) is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any Applicable Law unless the approval, consent or waiver of such third Person is obtained, then, except as expressly otherwise provided in this Agreement and without limiting the rights and remedies of the Purchaser contained elsewhere in this Agreement, this Agreement shall not constitute an agreement to transfer such Rights unless and until such approval, consent or waiver has been obtained. After the Closing Time and until all such Rights are transferred to the Purchaser, the Vendor shall:

Appears in 1 contract

Samples: Asset Purchase and Assumption Reinsurance Agreement (Union Security Insurance Co)

Non-Transferable and Non-Assignable Assets. To the extent that any of the Assets to be transferred to the Purchaser on the Closing, or any claim, right or benefit arising under or resulting from such Assets (collectively, the "Rights") is not capable of being transferred without the approval, consent or waiver of any third Person, including, without limitation, the Consents and Approvals, or if the transfer of a Right would constitute a breach of any obligation under, or a violation of, any Applicable Law unless the such approval, consent or waiver of such third Person is obtained, then, except as expressly otherwise provided in this Agreement and without limiting the rights and remedies of the Purchaser contained elsewhere in this Agreement, this Agreement shall not constitute an agreement to a transfer of such Rights unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Rights are transferred to the PurchaserPurchaser or expire or are terminated by the other contracting party, the Vendor Purchaser shall:

Appears in 1 contract

Samples: Asset Purchase Agreement (Archibald Candy Corp)

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