Common use of Restricted Assignment Clause in Contracts

Restricted Assignment. Notwithstanding anything in this USVI Purchase Agreement to the contrary, this USVI Purchase Agreement will not constitute an agreement to assign any assets described in clauses (2), (3), (7) or (16) of the definition of “Purchased Assets” or other Assumed Liability, or any claim or right or any benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without the Authorization of a third party thereto, would constitute a breach thereof or in any way adversely affect the rights of Seller or any of its subsidiaries thereunder or be contrary to applicable Law. If any such consent or approval is not obtained and an alternative arrangement is not provided for expressly in this USVI Purchase Agreement, Purchaser and Seller shall use their respective reasonable best efforts (which shall not require Seller or Purchaser to pay any money or other consideration to any person or to initiate any claim or proceeding against any person, other than customary administrative charges and expense reimbursements) to secure an arrangement reasonably satisfactory to the parties that provides Purchaser with economic and operational equivalence under the agreement for which such consent is being sought following the USVI Closing.

Appears in 1 contract

Sources: Sale and Purchase Agreement (Ofg Bancorp)

Restricted Assignment. Notwithstanding anything in this USVI PR Purchase Agreement to the contrary, this USVI PR Purchase Agreement will not constitute an agreement to assign any assets described in clauses (2), clause (3), (7) or (16) of the definition of Purchased Assets” Assets or other Assumed Liability, or any claim or right or any benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without the Authorization of a third party thereto, would constitute a breach thereof or in any way adversely affect the rights of Seller or any of its subsidiaries thereunder or be contrary to applicable Law. If any such consent or approval is not obtained and an alternative arrangement is not provided for expressly in this USVI PR Purchase Agreement, Purchaser and Seller shall use their respective reasonable best efforts (which shall not require Seller or Purchaser to pay any money or other consideration to any person or to initiate any claim or proceeding against any person, other than customary administrative charges and expense reimbursements) to secure an arrangement reasonably satisfactory to the parties that provides Purchaser with economic and operational equivalence under the agreement for which such consent is being sought following the USVI PR Closing.

Appears in 1 contract

Sources: Sale and Purchase Agreement (Ofg Bancorp)