Restricted Assets. Local Church does not have donations, endowments, memorial bequests, or financial accounts that are dedicated or restricted as to use and is not a party to any agreement, mortgage, promissory note that that restricts the use or spending of its funds.
Restricted Assets. The Purchaser and the Sellers shall utilize their reasonable best efforts to obtain the Approvals of third parties as required to validly Transfer the Restricted Assets.
Restricted Assets. (a) Seller shall, and shall cause the Company and the Asset Sellers (collectively, the "PE GROUP") to, use all reasonable efforts, and Buyer shall cooperate reasonably with the PE Group, (i) to promptly obtain the consents and waivers necessary to convey or cause to be conveyed to Buyer all of the Restricted Assets (which for purposes of this Section 2.5 shall include the capital stock of the Transferred Subsidiaries), and (ii) as of and subject to the occurrence of the Closing, to convey or cause to be conveyed to Buyer the Restricted Assets for which the Company received the necessary consents and waivers; PROVIDED, HOWEVER, that Seller shall not, and shall cause the PE Group not to, amend or change any Restricted Asset without the prior written consent of Buyer unless Seller reasonably deems it necessary to preserve the value of the Restricted Asset. Seller shall, and shall cause the PE Group to, cooperate with Buyer in making applications and filings or taking any other action necessary for Buyer to obtain such franchises, licenses, permits or other instruments or agreements, if any, as are substantially equivalent to any Restricted Assets that are not assignable to Buyer as a matter of law. In no event shall Buyer's cooperation hereunder require Buyer to make any payments or incur any out-of-pocket expenses, except that Buyer shall reimburse
Restricted Assets. Prior to and after the Closing, the DataVoN Sellers and Buyer shall use their respective best efforts to obtain the Approval of any third party that is required in connection with the transfer of the Restricted Assets as listed on Schedule 1.1(c), and upon receipt of such Approval such Restricted Assets shall, without any further consideration or action of the parties, be deemed to be contributed, conveyed, granted, assigned and transferred to Buyer and shall thereafter constitute part of the Transferred Assets as if they had been so sold, conveyed, granted, assigned and transferred as of the Closing Date. If for any reason any Restricted Asset cannot be transferred to Buyer, as a result of the inability to obtain a required consent or otherwise, this Agreement shall constitute an equitable assignment by each DataVoN Seller to Buyer of all of such DataVoN Seller's rights, benefits, title and interest in and to such Restricted Assets, and the Buyer and the DataVoN Sellers shall use their respective best efforts to give Buyer benefits of such Restricted Asset as if it had been transferred to Buyer as of the Closing Date, including, but not limited to, (i) Buyer's receiving all economic benefits of such Restricted Assets, (ii) Buyer's enforcing any rights of a DataVoN Seller arising with respect to any such Restricted Assets (including, without limitation, the right to terminate in accordance with the terms thereof upon the advice of such DataVoN Seller), and (iii) Buyer's enforcing any rights arising with respect to such Restricted Assets as if they had been sold, conveyed, assigned or transferred to Buyer. Each DataVoN Seller hereby agrees that in the event of the transfer or assignment of any Restricted Asset, the transferee or assignee thereof shall agree, as a condition to such transfer or assignment, to be bound by the terms of this Section 1.1(c).
Restricted Assets. The Consolidated Group shall not construct, acquire or otherwise own nursing homes, congregate care or assisted living facilities or acquire any undeveloped real estate which the Consolidated Group does not intend to construct a Real Estate Asset thereon or a portion thereof (collectively, the "Restricted Assets") unless Borrower delivers to Agent copies of resolutions authorizing such acquisitions and the aggregate value of all such Restricted Assets does not exceed Ten Percent (10%) of the Total Current Value of Assets.
Restricted Assets. (1) Nothing in this Agreement or in any document delivered contemporaneously with the execution of this Agreement by the Parties or prior to or at Closing as contemplated by or pursuant to this Agreement is to be construed as a sale, transfer, conveyance or assignment of any Restricted Asset by the Vendor to the Purchaser without first obtaining the Approvals necessary to sell, transfer, convey or assign the Restricted Asset to the Purchaser. The Vendor shall sell, transfer, convey or assign any Restricted Asset to the Purchaser when that sale, transfer, conveyance, or assignment is permitted.
Restricted Assets. 11 2.6 Post-Closing Adjustment ................................................ 14
Restricted Assets. Except as set forth on Schedule 3.25, to Seller's knowledge, none of the Assets is subject to any liability in respect of funds received by any Person for the purchase, improvement or use of any of the Assets or the conduct of the Hospital Businesses under restricted or conditioned grants or donations, including monies received under the Hill-Buxxxx Xxx.
Restricted Assets. Notwithstanding any other provision in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any interest in any Contract, asset, claim, right or benefit the assignment or transfer of which is otherwise contemplated by the transactions contemplated by this Agreement to the extent such assignment or transfer (or attempt to make such an assignment or transfer) without the consent or approval of a third party would constitute a breach or other contravention of the rights of such third party, or affect adversely the rights of any Party or their Affiliates thereunder (such assets being collectively referred to herein as “Restricted Assets”). Any assignment or transfer of a Restricted Asset shall be made subject to such consent or approval being obtained. If any such consent or approval is not obtained prior to the Closing, (a) the assigning or transferring Party shall continue to use its commercially reasonable efforts to cooperate with the other Party in attempting to obtain any such consent or approval and (b) establish alternative arrangements (such as a license, sublease, subcontract or operating agreement) until such time as such consent or approval has been obtained which results in the assignee or transferee Party receiving all the benefits and bearing all the burdens with respect to any such Restricted Asset (subject to Section 8.4, pursuant to which Isis shall be liable for and pay all out-of-pocket costs and expenses associated with obtaining third party consents associated with any Ibis Contract or Restricted Asset in excess of [***] in the aggregate).
Restricted Assets. (a) With respect to United and the Purchased Assets, Schedule 5.2 sets forth each material contract, license, lease, permit, right or other agreement or commitment which is an asset not capable of being validly assigned, transferred or subleased without the consent or waiver of the issuer thereof or the other party thereto or any third person (including a government or governmental unit), or with respect to which such assignment, transfer or sublease or attempted assignment, transfer or sublease could constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict (such asset is hereinafter referred to as a "Restricted Asset"). The receipt of the necessary consents and waivers for the assignment, transfer or sublease of such assets is not a condition precedent to Buyer's obligations hereunder. If the necessary consents and waivers are not received on or before the Closing Date, this Agreement shall not constitute an assignment, transfer or sublease thereof, or an attempted assignment, transfer or sublease thereof; provided, however, to the extent United may do so without incurring liability, United shall assign and Buyer shall assume the beneficial ownership and all rights and obligations under the Restricted Assets so Buyer can enjoy the practical benefits of such assets until they can be legally assigned and assumed by United and Buyer, respectively.
