Assignment of Contracts and Permits. A collateral assignment of all contracts, including, but not limited to, development contracts, operating agreements, licenses, insurance proceeds, management agreements, and other agreements and plans, specifications and permits affecting the Property from Borrower.
Assignment of Contracts and Permits. (a) First Stage Closing. Upon the terms and subject to the conditions of this Agreement, at and as of the First Stage Closing Date, Sellers shall assign and transfer to Buyers all of Sellers' right, title and interest in and to, and Buyers shall take assignment of all of the following (as to which FCC and State PUC Consents are not required or have been obtained): (a) all of the Contracts related to the Business (including, without limitation, the Network) to which one or more Sellers is a party, excluding Contracts that comprise Excluded Assets, but including all of the Contracts with customers of the Business ("First Stage Customer Contracts"), the Employment Agreements set forth on Schedule 3.8(a) to the extent the Business Employee under such an Employment Agreement executes and delivers to Buyers a Commitment Letter and becomes a Transferred Employee and all of the other Contracts listed on Schedule 2.2 (collectively, including the First Stage Customer Contracts, the "First Stage Purchased Contracts"), (b) all of the Permits of Sellers related to the Business, (including, without limitation, the Network) set forth on Schedule 2.2 which are transferable, excluding Permits that comprise Excluded Assets, but including the Permits listed on Schedule 2.2 (collectively, the "First Stage Purchased Permits"); and (c) the Communications Licenses of Sellers related to the Business (including, without limitation, the Network) that are transferable, excluding Communications Licenses that comprise Excluded Assets (collectively, the "First Stage Transferred Communications Licenses"). In addition, when and as the FCC and State PUC Consents (up to the last required FCC and PUC Consent) necessary to assign and transfer to Buyers all of Sellers' right, title and interest in and to all Contracts, Permits and Communications Licenses described in the preceding clauses (a), (b) and (c), respectively, are obtained, all such items shall be deemed so assigned and transferred to Buyers and to constitute "First Stage Purchased Contracts", "First Stage Purchased Permits" and "First Stage Transferred Communications Licenses", respectively, as of the date obtained.
Assignment of Contracts and Permits. (a) Notwithstanding anything to the contrary herein, to the extent any of the Contracts pertain to real or personal property or hotel operations other than the Hotel, then any assignment, transfer or conveyance thereof shall be partial and shall serve to transfer and convey such Contracts only with respect to the Hotel.
Assignment of Contracts and Permits. An Assignment of Contracts and Permits, in form reasonably satisfactory to Buyer, conveying the Contracts and Permits to Buyer, together with the consent of all parties having a right to consent to such Assignment, however failure to obtain consent is not a default.
Assignment of Contracts and Permits. To the extent assignable, Assignor hereby assigns and transfers to Assignee all of its rights and obligations, in, under and to all of the Contracts and Permits, without representation or warranty except as expressly set forth in the Agreement and subject to the terms of the Agreement, and delegates to Assignee all of its duties thereunder.
Assignment of Contracts and Permits. Subject to the terms and conditions of this Agreement, Seller shall assign and transfer to Buyer, effective as of the Closing Date, all of Seller's right, title and interest in and to, and Buyer shall take assignment of, only the following (all of which shall be deemed included in the term "Purchased Assets" as used herein):
Assignment of Contracts and Permits. (a) Subject to the terms and conditions of this Agreement, Seller will assign and transfer to Buyer, and Buyer will accept and assume from Seller, effective as of Closing, Seller's right, title and interest in and to, the Assigned Contracts and all of the Permits save for the Retained Japanese Rights. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Contract or Permit or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment or transfer thereof, without the consent of a Third Party thereto, would constitute a breach or violation thereof or is otherwise prohibited. If such consent is required or if an attempted assignment is ineffective, Seller shall use its commercially reasonable efforts to secure such consent as soon as possible after Closing and, pending receipt of such consent shall cooperate with Buyer to provide for Buyer the benefits under any such Assigned Contract or Permit.
Assignment of Contracts and Permits. Subject to the terms and conditions of this Agreement, at and as of the Closing Date, Seller shall assign and transfer to Buyer all of Seller’s right, title and interest in and to, and Buyer shall take assignment of, (i) all of the Contracts to which Seller is a party and which relate to, in whole or in part, other Assets or which are used in or held for use in, or which relate to, in whole or in part, the Seller Business and (ii) all of the Permits of Seller which relate to, in whole or in part, other Assets or which are used or held for use in, or relate to, in whole or in part, the Seller Business and which are transferable, including the following:
Assignment of Contracts and Permits. Notwithstanding any other provision of this Agreement, this Agreement does not constitute an agreement to assign or transfer, or effect an assignment or transfer, of any Assumed Contract, Assumed Real Property Lease or Assigned Permit, or any claim or right or any benefit arising thereunder or resulting therefrom, with respect to which the Seller has not obtained a required consent to assignment or transfer as of the applicable Closing and an attempted assignment or transfer thereof without the consent of a Third Party (including any Governmental Entity) would constitute a breach or other contravention thereof or a violation of Law or Order. As to any such Assumed Contract, Assumed Real Property Lease or Assigned Permit, (a) the Seller agrees to continue to use Reasonable Efforts following the applicable Closing Date to obtain any required consent(s), and the Purchaser agrees to use Reasonable Efforts to cooperate in connection with same until the date that is twelve (12) months following the applicable Closing Date, and (b) the parties agree to cooperate in good faith to take such actions as are reasonably necessary to avoid any breach or violation by a party as a result of any failure to obtain any required consent prior to the applicable Closing. The Purchaser and the Seller shall each pay one half of any payment reasonably required by any Third Party for any such consent. If on the applicable Closing Date, any such consent is not obtained or an attempted transfer or assignment would be ineffective or a violation of Law or Order or would impair any member of the Purchaser Group’s rights thereto or thereunder so that the Purchaser Group would not receive all such rights, then the Seller and the Purchaser will use Reasonable Efforts to cooperate for twelve (12) months following the applicable Closing in any lawful and reasonable arrangement, to the extent so permitted under the terms of such Assumed Contract, Assumed Real Property Lease or Assigned Permit and applicable Law and Order, to provide the Purchaser Group the obligations and benefits of any such Assumed Contract, Assumed Real Property Lease or Assigned Permit, including subcontracting, licensing or sublicensing to the Purchaser Group of any or all of the Seller Group’s rights and obligations with respect to such Acquired Asset. In any such arrangement, the Purchaser will (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear Taxes with respect t...
Assignment of Contracts and Permits. Notwithstanding any other provision hereof or of the Merger Agreement, in connection with any Contract or any permit, approval, license or authorization issued by a Governmental Entity (a "Governmental Authorization") held by the Company which is to be transferred or assigned to Newco and which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the prior approval or consent of the issuer thereof or the other party or parties thereto (collectively "Non- Assignable Rights") the Company shall: (a) apply for and use all reasonable efforts to obtain all consents or approvals contemplated by the Contracts or Governmental Authorizations, in form and substance satisfactory to Newco; (b) cooperate with Newco in any reasonable and lawful arrangements designed to provide the benefits and burdens of such Non-Assignable Rights to Newco, including holding any such Non-Assignable Rights in trust for Newco or acting as agent for Newco; (c) enforce any rights of the Company arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto; (d) take all such actions and do, or cause to be done, all such things at the request of Newco as shall reasonably be necessary and proper in order that the value of any Non-Assignable Rights shall be preserved and shall enure to the benefit of Newco; and (e) pay over to Newco all monies or other assets collected by or paid to the Company in respect of such Non-Assignable Rights. Newco shall reimburse the Company for all reasonably incurred payments, costs and expenses made, incurred or suffered in performing the Company's obligations as requested by Newco under this Section 4.6. If the Company is unable to lawfully provide the benefit of any Governmental Authorization to Newco, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Governmental Authorization to any other party. 4.7
