Procedures for Non-Transferable Assets Sample Clauses
The Procedures for Non-Transferable Assets clause outlines the specific steps and requirements for handling assets that cannot be transferred from one party to another under an agreement. Typically, this clause details how such assets should be managed, maintained, or disposed of, and may require the parties to cooperate in ensuring compliance with legal or contractual restrictions. Its core function is to provide clear guidance on the treatment of non-transferable assets, thereby preventing disputes and ensuring that both parties understand their obligations regarding these items.
Procedures for Non-Transferable Assets. If any Purchased Contracts or any other property or rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable Legal Requirements without the consent of some other party or parties, the Seller shall (a) use Commercially Reasonable Efforts to obtain, as soon as reasonably possible after the Closing Date, any consents to assignment as are reasonably requested by the Buyer that were not previously obtained and (b) assign such Purchased Contracts or other property or rights included in the Purchased Assets to the Buyer on the effective date for any such consent obtained (and this Agreement shall not constitute an assignment of such Purchased Contract or other property or rights until such consent is obtained), subject to the other provisions of this Section 2.4. With respect to any Purchased Contract or property or right included in the Purchased Assets for which a necessary consent has not been obtained as of the Closing Date, if requested by the Buyer, the Seller shall enter into any reasonable arrangement with the Buyer that is designed to give the Buyer the practical benefits of such property or right, without any additional cost to the Buyer or the Seller.
Procedures for Non-Transferable Assets. If any Contracts to be included among the Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some other party or parties, the Purchaser and the subject Seller shall use reasonable commercial efforts to obtain such consents prior to the Closing Date. If any such consents cannot be obtained, the parties intend that the Purchaser nevertheless receive the economic benefits of, and perform the obligations under, such Contracts as if such Contracts had been assigned to the Purchaser. Accordingly, if permitted under any such Contracts, the subject Seller agrees to subcontract such Contracts to the Purchaser at the price specified in each such Contract without any additional ▇▇▇▇-up and on the same terms and conditions, and the Purchaser shall be responsible for performing the services under such Contract and for the costs associated with the performance of such Contracts, and the Purchaser shall be entitled to and shall receive all the revenues from such Contracts. If subcontracting any such Contract is not permitted, the subject Seller and the Purchaser shall cooperate with one another in any reasonable arrangement designed to give to the Purchaser the benefits of and obligations under such Contract. In any event, the Sellers' obligations and liabilities under any such Assumed Contracts shall be considered Assumed Liabilities for the purpose of this Agreement.
Procedures for Non-Transferable Assets. If any property or rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable Legal Requirements without the consent of some other party or parties, the Seller shall use Commercially Reasonable Efforts to obtain such consents prior to the Closing Date. If any such consents cannot be obtained prior to Closing, the Buyers may (a) in the exercise of their sole discretion waive such requirement as a condition to Closing, and in such event, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and the Buyers shall not assume the obligations of the Seller with respect thereto, or (b) terminate this Agreement to the extent permitted by Section 9.1(c). In the event the Buyers elect to proceed pursuant to subsection (a) of the preceding sentence, then following the Closing, the Seller shall (a) use Commercially Reasonable Efforts to obtain, as soon as possible after the Closing Date, any consents requested by the Buyer that were not previously obtained and (b) assign such property or rights included in the Purchased Assets to the Buyer on the effective date for any such consent obtained. With respect to any property or right included in the Purchased Assets for which a necessary consent has not been obtained as of the Closing Date, if requested by the Buyers, the Seller shall enter into any reasonable arrangement with the Buyers that is designed to give the Buyers the practical benefits of such property or right, without any additional cost to the Buyers.
Procedures for Non-Transferable Assets. If any Material Contracts or any property or rights included in the Purchased Assets are not assignable or transferable either by virtue of the provisions thereof or under Law without the Consent of any Person that has not been obtained as of the Closing, (i) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof and the Buyer Entities shall not assume the obligations of the U.S. Sellers or the Seller Foreign Entities with respect thereto, and (ii) the Seller Parties will use their commercially reasonable best efforts to obtain, as soon as possible after the Closing, any such Consents requested by a Buyer Entity and assign such Material Contracts or other property or rights to the Buyer or one of the other Buyer Entities (as determined by the Buyer) on the effective date for any such Consent obtained. With respect to any Material Contract, property or right for which a necessary Consent has not previously been obtained, if requested by a Buyer Entity, the Seller Parties will enter into any reasonable arrangement with the Buyer Entities that is designed to give the Buyer Entities the practical benefits of such Contract, property or right, without any additional ▇▇▇▇-up or other cost to the Buyer Entities.
Procedures for Non-Transferable Assets. If any asset, property or right included in the Purchased Assets that is not material to the operations of the Business may not be assigned or transferred either by virtue of the provisions thereof or under any applicable legal requirements without obtaining the requisite consent of any Governmental Authority (including any Regulatory Authority) or other third party, the Sellers shall use commercially reasonable efforts to obtain, as soon as reasonably possible after the Closing Date, any consents to assignment as are reasonably requested by Buyer that were not previously obtained. With respect to any such asset, property or right for which a necessary consent has not been obtained as of the Closing Date, if requested by B▇▇▇▇, Seller shall enter into any reasonable arrangement with Buyer that is designed to give Buyer the practical benefits of such asset, property or right, without any additional cost to Buyer or the Sellers, to the extent permitted under applicable Laws.
Procedures for Non-Transferable Assets. If any Contracts or Permits to be included among the Assets are not assignable or transferable either by virtue of the provisions thereof or under applicable law without the consent of some other party or parties, then the Sellers shall seek such consents post-closing. If such consents are not available, the parties intend that Purchasers nevertheless receive the economic and other benefits of, and perform the obligations under, such Contracts and Permits as if such Contracts and Permits had been
Procedures for Non-Transferable Assets. If any property or right included in the Assets or the Assumed Liabilities is not assignable or transferable without the consent of a third party, and that consent is not obtained prior to the Closing Date, this Agreement, the Ancillary Agreements and any related instruments of transfer shall not constitute an assignment or transfer, and Game Financial shall not assume any of the Chex Entities’ associated obligations, but the Chex Entities shall diligently use their best efforts to obtain such consent as soon as possible after the Closing Date. With respect to each such property or right for which a necessary consent was not obtained prior to the Closing Date, the Chex Entities shall use commercially reasonable efforts to otherwise obtain for Game Financial, at no additional cost to Game Financial, the benefits of such property or right until such consent is obtained.