Non-Assignable Assets definition

Non-Assignable Assets has the meaning set forth in Section 2.4(a).
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Non-Assignable Assets shall have the meaning set forth in Section 2.6(a).
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Non-Assignable Assets shall have the meaning ascribed to such term in Section 2.12(a).
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Examples of Non-Assignable Assets in a sentence

  • Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts.

  • As of and from the Closing Date, Seller authorizes Buyer, to the extent permitted by applicable Law and the terms of the Non-Assignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller under the Non-Assignable Assets.

  • Seller will convey such Non-Assignable Assets to Buyer promptly upon receipt of the requisite Additional Required Consents with the Closing Date for such Non-Assignable Assets being adjusted appropriately, but subject in all other respects to the terms and conditions of this Agreement.

  • From and after the Closing, any Non-Assignable Assets shall be held by KalVista in trust for Merck and KalVista authorizes Merck, to the extent permitted by Applicable Law and the terms of the Non-Assignable Assets, to perform all of the covenants and obligations thereunder and all benefits and obligations existing thereunder shall be for Merck’s account.

  • Buyer agrees to indemnify and hold Seller and its Representatives, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or relating to Buyer’s performance of, or failure to perform, obligations under the Non-Assignable Assets to the extent such Liability would have been an Assumed Liability if the assignment of the Non-Assigned Assets to Buyer had occurred on the Closing Date.


More Definitions of Non-Assignable Assets

Non-Assignable Assets has the meaning set forth in Section 5.12(a).
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Non-Assignable Assets has the meaning ascribed to such term in Section 8.15 hereof.
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Non-Assignable Assets is defined in Section 2.02.
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Non-Assignable Assets. Section 3.6
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Non-Assignable Assets as used in this Section 5.5 shall not, for the avoidance of doubt, include (A) any Transferred Registrations that have not transferred to Purchaser at the Closing (B) any French Transferred Assets, or (C) any Dutch Transferred Assets, except, in each case as provided in the immediately preceding sentence.
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Non-Assignable Assets means any certificate, approval, authorization or other right of a Governmental Authority, which by its terms or by law is nonassignable without the consent of a Governmental Authority and such consent has not been received after Maxygen, Holdings or their respective Affiliates, as applicable, has taken commercially reasonable efforts to obtain such consent or waiver.
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Non-Assignable Assets is defined in Section 1.3.
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