Non-Transferable Assets Clause Samples
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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.
2.8.2 Anything in this Assets Purchase Agreement to the contrary notwithstanding, SBCL shall not be obligated to sell, assign, transfer, convey or deliver, or cause to be sold, assigned, transferred, conveyed or delivered to ActaMed, and ActaMed shall not be obligated to purchase or assume, any Non-Transferable Asset without first having obtained all Required Consents or prevented the imposition of such Liability or obligation or diminution in value or use. Both before and after the Applicable Transfer Date, SBCL and ActaMed shall use their collective best efforts to obtain any Required Consents or to prevent the imposition of any such Liability or obligation or any such diminution in value or use so as to transfer each such Non-Transferable Asset to ActaMed without adversely modifying, amending or burdening such Non-Transferable Asset. Any costs associated with such efforts shall be borne by SBCL.
2.8.3 To the extent that on a given Transfer Date, there is any Non-Transferable Asset, SBCL shall, from and after such Transfer Date, cooperate with ActaMed in any reasonable and lawful arrangement ...
Non-Transferable Assets. It is understood that certain Purchased Assets may not be immediately transferable or assignable to Purchaser, and Purchaser and Seller may mutually agree, in writing, to allow Seller to retain certain of such assets after the Closing Date (the "Non-Transferable Assets"), and this Agreement will not constitute an assignment of any such Non-Transferable Assets. In such event, (i) Seller shall use commercially reasonable efforts to obtain any consent or authorization which may be required to transfer or assign the Non-Transferable Assets to Purchaser or to remove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to Purchaser, (ii) Seller shall grant to Purchaser full use and benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or applicable to such Non-Transferable Assets, it being the intent of the parties that, to the extent not inconsistent with the foregoing, Purchaser have the benefit of the Non-Transferable Assets as though it were the sole owner thereof, (iii) Seller shall take all commercially reasonable actions necessary to preserve the value of the Non-Transferable Assets, (iv) Seller shall not transfer or assign the Non-Transferable Assets to any Person other than Purchaser or Purchaser's assigns, (v) Seller shall transfer or assign the Non-Transferable Assets to Purchaser at the earliest date, if any, on which such transfer or assignment can be effected and (vi) Purchaser will be responsible for obligations relating to such Non-Transferable Assets arising or occurring on or after the Closing Date as if they had been transferred or assigned to Purchaser in accordance with the terms of this Agreement. Upon the request of Purchaser, Seller shall enforce, for the account and on behalf of Purchaser, any rights of Seller arising under or in connection with any Non-Transferable Asset.
Non-Transferable Assets. The Parties understand and agree that certain Purchased Assets may not be immediately transferable or assignable to Purchasers, and Purchasers may in their sole discretion allow Sellers to retain certain of such assets after the Closing Date (the “Non-Transferable Assets”), and this Agreement will not constitute an assignment of any such Non-Transferable Assets. In such event, (i) Sellers shall use its best efforts to obtain any consent or authorization which may be required to transfer or assign the Non-Transferable Assets to Purchasers or to remove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to Purchasers, (ii) Sellers shall grant to Purchasers full use and benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or applicable to such Non-Transferable Assets, it being the intent of the Parties that, to the extent not inconsistent with the foregoing, Purchasers shall have the benefit of the Non-Transferable Assets as though it were the sole owner thereof, (iii) Sellers shall take all actions necessary to preserve the value of the Non-Transferable Assets, (iv) Sellers shall not transfer or assign the Non-Transferable Assets to any Person other than Purchasers or Purchasers’ assigns, (v) Sellers shall transfer or assign the Non-Transferable Assets to Purchasers at the earliest date, if any, on which such transfer or assignment can be effected and (vi) subject to clauses (i) through (iv) above, Purchasers will be responsible for obligations relating to such Non-Transferable Assets arising or occurring on or after the Closing Date as if they had been transferred or assigned to Purchasers in accordance with the terms of this Agreement. Upon the request of Purchasers, Sellers shall enforce, for the account and on behalf of Purchasers, any rights of Sellers arising under or in connection with any Non-Transferable Asset.
Non-Transferable Assets. If, at the time of distribution, a beneficiary requests to transfer their share to another firm and your account(s) should hold assets that cannot transfer in-kind (e.g. money market fund), you authorize us to sell such assets in your account at our sole discretion in order to complete the beneficiary's request.
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.
(b) Except as set forth above with respect to ReShape IGB Restricted Material Contracts, from and after the Closing, with respect to each ReShape IGB Asset identified on Part 10.5 of the ReShape Disclosure Schedule, as the case may be, which is not assignable or transferable to Apollo at the Closing (each a “Non-Transferable ReShape IGB Asset”), until the earlier to occur of (i) such time as such Non-Transferable ReShape IGB Asset shall be properly and lawfully transferred or assigned to Apollo and (ii) such time as the material benefits intended to be transferred or assigned to Apollo have been procured by alternative means, (A) the Non-Transferable ReShape IGB Assets shall be hel...
Non-Transferable Assets. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Compliance
Non-Transferable Assets. Nothing in this Agreement shall be determined to Transfer to SpinCo any Contract or other asset that would otherwise be included in the SpinCo Assets if an attempted Transfer (a) without the consent of any Person would constitute a breach or default of such Contract or asset or create a termination right under such Contract, and such Person does not give its consent, or (b) would otherwise be unlawful, ineffective or would materially impair SpinCo’s rights under the Contract or asset in question so that SpinCo would in effect not acquire the benefit of such rights (each a “Non-Transferable Asset”). With respect to each such Non-Transferable Asset, (i) ▇▇▇.▇▇ will cooperate in any reasonable and lawful arrangements designed to provide to SpinCo, and its successors, all of the benefits, economic and otherwise, of such Non-Transferable Asset (including promptly remitting to SpinCo any revenue received by ▇▇▇.▇▇ on account of any such Non-Transferable Asset related to the Post-Closing Period), (ii) ▇▇▇.▇▇ will not terminate, alter or amend any such Non-Transferable Asset except with SpinCo’s express written consent, and (iii) until such Non-Transferable Asset is Transferred to SpinCo, ▇▇▇.▇▇ will use its commercially reasonable efforts to enforce, at the reasonable direction and for the account, at the sole expense, of SpinCo, any right of ▇▇▇.▇▇ arising under any such Non-Transferable Asset against any counterparty thereto or other Person (including the right to amend or terminate any such Non-Transferable Asset in accordance with the terms thereof). ▇▇▇.▇▇ will provide SpinCo with notice of any claim asserted by any Person against or with respect to any Non-Transferable Asset after the Closing as soon as practicable after 7 becoming aware of any such claim. If any such claim is asserted, SpinCo will have the right to direct the defense of such claim at SpinCo’s sole cost and expense, whether or not litigation, arbitration or other dispute resolution proceedings have been instituted and even if SpinCo is not named as a party to such claim.
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 a. To the extent there are any Non-Transferable Assets, the parties shall reasonably cooperate to provide to each other with the benefit of such Non-Transferable Asset.
b. After the date hereof, Seller, at its expense, shall use its best efforts, and Buyer, at its expense, shall cooperate with Seller, to obtain any necessary consents, waivers and approvals, so as to transfer each Non-Transferable Asset to Buyer without materially adversely modifying, amending or burdening such Non-Transferable Asset.
c. Neither Seller nor Buyer shall be obligated to pay any amount or incur any Liability to transfer a Non-Transferable Asset.
d. To the extent that as of the date hereof, there is any Non-Transferable Asset, Seller, at its expense, shall, from and after Closing, cooperate with Buyer in any reasonable and lawful arrangement designed to provide the benefit (including the tax benefits, if possible, that would have accrued to Buyer had such asset been a Purchased Asset) of such Non-Transferable Asset to Buyer; provided that Buyer shall, so long as such benefit is so provided, satisfy or perform any Liabilities or obligations under or in connection with such Non-Transferable Asset which would not be a Liability or obligation retained by Seller if such Non-Transferable Asset were a Purchased Asset.
Non-Transferable Assets. (a) Subject to the provisions of Paragraph 3.3(c) below and to Section 13.1.9 and Schedule 6.14 of the Disclosure Statement with regard to Real Property owned by the Vendor, to the extent that any asset (other than Real Property owned by the Vendor and other than the Required Contracts) that would otherwise be an Other Purchased Asset is not capable of being sold, assigned, transferred, conveyed or delivered without obtaining a consent (including, without limitation, waiver of a right of first refusal or option right) of a third party, (but, with regard to Licenses, only to the extent that any License is not issued by or entered into with any governmental authority whose consent to assignment is required by applicable law) or if such sale, assignment, transfer,