Non-Transferable Assets. To the extent any Assigned Contracts, including, but not limited to, any Capital Leases, are not assignable or transferable without the consent of, or the provision of notice to, some other party or parties and such consent cannot be obtained or such notice is not provided prior to Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof, and Buyer shall not assume the obligations of Sellers with respect thereto. In such event, following the Closing Date, Sellers shall (a) use commercially reasonable efforts to obtain, as soon as possible after the Closing Date, any consents requested by Buyer that were not previously obtained and to send any required notices not previously provided, and (b) assign such Assigned Contracts to Buyer on the effective date for any such consent obtained or the date immediately following the date on which the required notice period has expired (and this Agreement shall be deemed to effectuate such assignment on such date without any further action by the parties hereto). Buyer shall assume all obligations of Sellers with respect to such Assigned Contracts on the effective date of such assignment. With respect to any such Assigned Contracts for which a necessary consent has not been obtained or notice provided as of the Closing Date, if requested by Buyer and permitted by the terms of such Assigned Contracts, Sellers shall subcontract to Buyer the rights and obligations of Sellers under such Assigned Contract (i) until the earlier of the date on which such consent is obtained and is effective (or the required notice period has expired) and the date on which the term of such Assigned Contract ends, (ii) at the price specified in such Assigned Contract without any additional mark-up, (iii) and otherwise on the same terms and conditions as are included in such Assigned Contract, and Buyer, under such subcontract, shall be responsible for the costs associated with the performance of services under such Assigned Contract to the extent arising after the Closing Date and will be entitled to and shall receive all of the benefits, including any revenues or payments and any Accounts Receivables billed thereunder, from such Assigned Contract. If subcontracting such Assigned Contract is not permitted under its terms, Sellers and Buyer shall cooperate with one another in any reasonable arrangement designed to give Buyer the practical benefits of such Assigned Contract (includi...
Non-Transferable Assets. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Purchased Asset is not assignable or transferable (each, a “Non-Transferable Asset”) without a Consent, and any such Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Transferable Asset, and Purchaser will not assume Sellers’ (and/or, as applicable, the relevant Related Subsidiaries’) rights or obligations under such Non-Transferable Asset (and such Non-Transferable Asset will not be included in the Purchased Assets, other than for the purposes of the representations and warranties), the Closing shall proceed in accordance with this Agreement, subject to the satisfaction of the conditions set forth in ARTICLE VI, and Purchaser shall pay the full Estimated Purchase Price at Closing without the sale, assignment, conveyance, transfer or delivery of such Non-Transferable Assets, and instead Sellers will use their commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after the Closing Date and thereafter Sellers will transfer and assign (or cause to be transferred and assigned) to Purchaser such Non-Transferable Assets for no additional consideration. Prior to any such assignment or transfer, such Non-Transferable Assets will be held, as of and from the Closing, in trust for the use and benefit of Purchaser by Sellers and/or the applicable Related Subsidiaries. Following any such assignment or transfer, such Non-Transferable Assets will be deemed Purchased Assets for purposes of this Agreement.
Non-Transferable Assets. (a) Notwithstanding anything to the contrary set forth in this Agreement, nothing contained in this Agreement shall be construed as, or constitute, an attempt, agreement or other undertaking to transfer or assign to Purchaser any asset, property or right that would otherwise constitute a Transferred Asset, but that by its terms is not transferable or assignable to Purchaser pursuant to this Agreement without the consent, waiver, approval, authorization, qualification or other order of one or more Governmental Authorities or other Persons and if such consent, waiver, approval, authorization, qualification or other order is not obtained prior to the Closing and assuming Purchaser has, in the exercise of its sole discretion, elected to waive such consent, waiver, approval, authorization, qualification or other order as a condition to Closing (if such is a condition to Closing) (each, a “Non-Transferable Asset”).
Non-Transferable Assets. 2.8.1 To the extent that any SCAN Asset which would otherwise be transferred on an Applicable Transfer Date (a "TRANSFERRED ASSET") is not capable of being sold, assigned, transferred, conveyed or delivered without obtaining a Required Consent, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract or License constituting or relating specifically to a Transferred Asset, or a violation of any Regulation, or would result in the imposition of any significant additional Liability or obligation on SBCL or ActaMed, or a substantial diminution in the value or use of such Transferred Asset, this Assets Purchase Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such Transferred Asset or an attempted sale, assignment, transfer, conveyance or delivery thereof, nor shall it constitute an assumption of any Liability under any Contract or License constituting or relating specifically to such Transferred Asset. Any such Transferred Asset and any Contract or License which constitutes or relates exclusively to any such Transferred Asset or Assets shall be a "NON-TRANSFERABLE ASSET". SBCL shall use its best efforts, and ActaMed shall reasonably cooperate therein, to provide ActaMed with the benefit of any such Non-Transferable Asset.
Non-Transferable Assets. To the extent that Seller’s rights to any Acquired Assets may not be sold or assigned to the Purchaser without the consent of another person that has not been obtained at or prior to Closing or if such sale or assignment would constitute a violation of any contract constituting or relating to an Acquired Asset, or a violation of any Legal Requirement, this Agreement shall not constitute an agreement to sell or assign the same, and such Acquired Asset shall remain in the Seller’s ownership and shall not be sold, assigned, transferred, conveyed or delivered hereunder, nor shall any liability constituting or relating to such Acquired Asset be assumed by Purchaser. Any such Acquired Asset shall be referred to herein as a “Non-Transferable Asset”. In such event:
Non-Transferable Assets. (a) Notwithstanding the foregoing, if any Purchased Asset is not assignable or transferable (each, a “Non-Transferable Asset”) without a Consent, and any such Consent is not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Transferable Asset, and Purchaser or its designee(s) shall not assume the Seller Parties’ rights or obligations under such Non-Transferable Asset (and such Non-Transferable Asset shall not be included in the Purchased Assets), and instead the Seller Parties shall use commercially reasonable efforts to obtain any such Consent as soon as reasonably practicable after the Closing Date and, if such consent is successfully obtained, the Seller Parties shall transfer and assign to Purchaser such Non-Transferable Asset for no additional consideration. Following any such assignment or transfer, all such Non-Transferable Assets shall be deemed Purchased Assets for purposes of this Agreement.
Non-Transferable Assets. (a) Except as set forth above with respect to Apollo Lap-Band Restricted Material Contracts, from and after the Closing, with respect to each Apollo Lap-Band Asset identified on Part 10.5 of the Apollo Disclosure Schedule, as the case may be, which is not assignable or transferable to ReShape at the Closing (each a “Non-Transferable Lap-Band Asset”), until the earlier to occur of (i) such time as such Non-Transferable Lap-Band Asset shall be properly and lawfully transferred or assigned to ReShape and (ii) such time as the material benefits intended to be transferred or assigned to ReShape have been procured by alternative means, (A) the Non-Transferable Lap-Band Assets shall be held by Apollo in trust exclusively for the benefit of ReShape, and (ii) Apollo and ReShape shall cooperate in any good faith, reasonable arrangement designed to provide or cause to be provided for ReShape the material benefits intended to be transferred or assigned to ReShape under each of the Non-Transferable Lap-Band Assets and, in furtherance thereof, to the extent permitted under the terms of each such Non-Transferable Lap-Band Asset and under applicable Law. Apollo shall use commercially reasonable efforts to provide or cause to be provided ReShape all of the benefits of Apollo under such Non-Transferable Lap-Band Assets in effect as of the Closing. Apollo and ReShape agree that any Apollo Lap-Band Equipment that is located in Costa Rica as of the Closing will be deemed to be Non-Transferable Lap-Band Assets until such time that ReShape has formed a subsidiary organized under the laws of Costa Rica that becomes qualified under Costa Rica’s Free Trade Zone Regime, as reasonably determined by ReShape, which ReShape will use commercially reasonable efforts to complete within 90 days after the Closing.
Non-Transferable Assets. 6.14 Xxxxxxxx-Xxxxx Act Compliance
Non-Transferable Assets. Except as set forth above with respect to Restricted Material Contracts, from and after the Closing, with respect to each Purchased Asset identified on Schedule 9.5 which is not assignable or transferable to the Purchaser at the Closing (each a “Non-Transferable Asset”), until the earlier to occur of (a) such time as such Non-Transferable Asset shall be properly and lawfully transferred or assigned to the Purchaser and (b) such time as the material benefits intended to be transferred or assigned to the Purchaser have been procured by alternative means, the Non-Transferable Assets shall be held by the Seller in trust exclusively for the benefit of the Purchaser. In addition, the Seller and the Purchaser shall cooperate in any good faith, reasonable arrangement designed to provide or cause to be provided for the Purchaser the material benefits intended to be transferred or assigned to the Purchaser under each of the Non-Transferable Assets and, in furtherance thereof, to the extent permitted under the terms of each such Non-Transferable Asset and under applicable Law. The Seller shall use commercially reasonable efforts to provide or cause to be provided to the Purchaser all of the benefits of the Seller under such Non-Transferable Assets in effect as of the Closing, including by promptly paying to the Purchaser any monies received by the Seller from and after the Closing under such Non-Transferable Assets.
Non-Transferable Assets. Subject to Section 2.2.4 below, in the event that any Purchased Asset which would otherwise be transferred on the Closing Date to Buyer is not capable of being sold, assigned, transferred, conveyed or delivered without obtaining the consent of a third party, or if such sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery would constitute a violation of any Contract constituting or relating to a Purchased Asset, or a violation of any Legal Requirement, then such Purchased Asset shall remain in Seller's ownership and shall not be sold, assigned, transferred, conveyed or delivered hereunder, nor shall any liability under any Contract constituting or relating to such Purchased Asset be assumed by Buyer. Any such Purchased Asset and any Contract which constitutes or relates to any such Purchased Asset or Assets shall be referred to herein as a "NON-TRANSFERABLE ASSET". In such event:
