Assigned Asset definition
Examples of Assigned Asset in a sentence
Upon obtaining such consent or approval, the sale, assignment and transfer of any such Assigned Asset pursuant to this Assignment shall become effective automatically without any further action on the part of the parties hereto.
This Assignment incorporates by reference the representations and warranties, and associated limitations and disclaimers, made in the Agreement with respect to the Assigned Asset.
Until the time any such consent is received, Seller shall be deemed to have assigned to Buyer hereby the economic benefit of Seller from and after the date hereof under any such Assigned Asset and shall hold any such Assigned Asset in trust for Buyer, and Buyer shall have been deemed to have assumed the obligations of Seller from and after the Effective Date under any such Assigned Asset.
Notwithstanding the foregoing, to the extent that the sale, assignment and transfer of any Assigned Asset pursuant to this Assignment requires prior consent or approval of any person or governmental authority, and such consent or approval has not been obtained prior to or on the Effective Date, then the sale, assignment and transfer of any such Assigned Asset pursuant to this Assignment shall not be effective until such consent or approval shall have been obtained.
Except as may be listed in a letter, dated on or around the Distribution Date, delivered by WHI and WIN and acknowledged by CS&L, there is no material Action, litigation, claim or other proceeding, either judicial or administrative (including, without limitation, any governmental action or proceeding), pending or, to WHI’s or Windstream’s knowledge, threatened in the last twelve months, against WHI, Windstream or their Subsidiaries with respect to any Assigned Asset or the CS&L Business.
Seller and Buyer will use their best efforts to obtain the consent of the other parties to any such Assigned Asset or claim or right or any benefit arising thereunder for the assignment thereof to Buyer.
The Assignor shall not do or fail to do or cause or permit another person to do or omit to do anything which is liable to jeopardise the effectiveness or priority, in relation to any Assigned Asset, of any security constituted by this Deed.
Seller will promptly pay to Buyer all monies received by Seller pursuant to any Assigned Asset or any claim or right or any benefit arising thereunder from and after the Effective Date.
Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign, or an assignment of, any Assigned Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof would constitute a breach or other contravention thereof or in any way adversely affect the rights of Seller or Buyer thereunder.
Except as set forth in Section 5.5 of the Disclosure Letter or that relate to Excluded Liabilities, there is no material Action, litigation, claim or other proceeding, either judicial or administrative (including, without limitation, any governmental action or proceeding), pending or, to ▇▇▇▇▇▇'▇ knowledge, threatened in the last twelve months, against ▇▇▇▇▇▇ or its Subsidiaries with respect to any Assigned Asset or the FCPT Business.