Assignment of Permits and Contracts Clause Samples

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Assignment of Permits and Contracts. Except as provided in Sections 2.3 and 2.4 and subject to the other terms and conditions of this Agreement, at the Closing, each Seller shall assign and transfer to the applicable Purchaser, and the applicable Purchaser shall take assignment of, all of such Seller’s right, title and interest in and to (i) all Permits and all pending applications or renewals thereof related exclusively to the Business, to the extent such Permits, applications and renewals are transferable (collectively, the “Transferable Permits”), and (ii) the following Contracts and contractual rights: (a) Transferred Real Property Leases. The Transferred Real Property Leases;
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Assignment of Permits and Contracts. Except as provided in Sections 2.3 and 2.4 and subject to the other terms and conditions of this Agreement, at the Closing, the Seller shall (and shall cause each of the other Seller Parties to) assign and transfer to the Purchaser or the applicable Purchaser Designee, and the Purchaser or such applicable Purchaser Designee shall take assignment of, all of such Seller Party's right, title and interest in and to all Permits related primarily to the Business, to the extent such Permits are transferable (collectively, the "Transferable Permits"), and in and to the following Contracts or contractual rights of such Seller Party, to the extent relating to the period subsequent to the Closing (such Contracts and contractual rights, the "Purchased Contracts"), in each case free and clear of all Liens (other than Permitted Liens):
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Assignment of Permits and Contracts. Except as provided in Sections 2.4 and 2.5 and subject to the other terms and conditions of this Agreement, at the Closing, each Seller shall, and shall cause its Affiliates, as applicable, to, assign and transfer to the Purchaser, and the Purchaser shall take assignment of, all of such Seller’s or such Affiliate’s right, title and interest in and to (x) all Permits used, held for use in, or related primarily to, the conduct of the Business, to the extent such Permits are transferable (collectively, the “Transferable Permits”), and (y) in and to the following Contracts or contractual rights of such Seller or such Affiliate:
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Assignment of Permits and Contracts. Except as provided in Sections 2.3 and 2.4 and subject to the other terms and conditions of this Agreement, at the Closing, the Seller and Marconi IP, as the case may be, shall assign and transfer to the Purchaser, and the Purchaser shall take assignment of, all of the Seller's and Marconi IP's, as the case may be, right, title and interest in and to all Permits and all pending applications or renewals thereof that relate exclusively to the operation or conduct of the Access Business or are exclusively used or held for use in connection with any Asset including the Permits, applications and renewals set forth on Schedule 4.15, to the extent such Permits, applications and renewals are transferable (collectively, the "Transferable Permits"), and in and to the following Contracts or contractual rights of the Seller:
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Assignment of Permits and Contracts. Except as provided in Sections 2.3, 2.4 and 2.8 and subject to the other terms and conditions of this Agreement, at the Closing, the Seller shall assign and transfer to the Purchaser, and the Purchaser shall take assignment of, all of the Seller’s right, title and interest in and to all Permits issued or granted to the Seller that relate exclusively to the operation of the Business, to the extent such Permits are transferable and transferred to the Purchaser hereunder (collectively, the “Transferable Permits”), and in and to the following Contracts, and all then outstanding offers or solicitations made by the Seller to enter into any such Contract (collectively, the “Purchased Contracts”):
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Assignment of Permits and Contracts. Except as provided in Sections 2.3 and 2.4 and subject to the other terms and conditions of this Agreement, at the Closing, the Seller and Marconi IP, as the case may be, shall assign and transfer to the Purchaser, and the Purchaser shall take assignment of, all of the Seller’s and Marconi IP’s, as the case may be, right, title and interest in and to all Permits and all pending applications or renewals thereof that relate exclusively to the operation or conduct of the Access Business or are exclusively used or held for use in connection with any Asset including the Permits, applications and renewals set forth on Schedule 4.15, to the extent such Permits, applications and renewals are transferable (collectively, the “Transferable Permits”), and in and to the following Contracts or contractual rights of the Seller: (a) Occupancy of Bedford Facility. Subject to Section 6.15, the Bedford Lease;
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Assignment of Permits and Contracts. Except as provided in Sections 2.3 and 2.4, upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall assign and transfer to the Purchaser, and the Purchaser shall take assignment of, all of such Seller’s right, title and interest in and to all Permits related to the Business or the Assets to the extent such Permits are transferable by such Seller (including the Permits listed on Schedule 2.2 but excluding Permits of the Chinese Joint Venture) (collectively, the “Assigned Permits”), and in and to the following Contracts or contractual rights of such Seller (excluding, in each case, Contracts to which the Chinese Joint Venture is a party but no Seller is a party or contractual rights solely of the Chinese Joint Venture) (such Contracts and contractual rights, the “Purchased Contracts”):
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Related to Assignment of Permits and Contracts

  • Assignment of Contracts GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

  • Assignment of Personnel The Contractor shall not substitute any personnel for those specifically named in its proposal unless personnel with substantially equal or better qualifications and experience are provided, acceptable to County, as is evidenced in writing.

  • ASSIGNMENT AND SUBCONTRACTS 12.1 The CONTRACTOR shall not assign his interest in this contract nor sublet nor subcontract any portion of the work. The CONTRACTOR agrees to bind every subcontractor approved by the OWNER to all of the terms and conditions of this agreement. The CONTRACTOR agrees that he is fully responsible to the OWNER for the acts and omissions of his subcontractor, as CONTRACTOR is for the acts and omissions of himself and of persons directly employed by him.

  • Leases and Contracts A complete and accurate list describing all material leases (whether of real or personal property) and each contract, promissory note, mortgage, license, franchise, or other written agreement to which AHR is a party which involves or can reasonably be expected to involve aggregate future payments or receipts by AHR (whether by the terms of such lease, contract, promissory note, license, franchise or other written agreement or as a result of a guarantee of the payment of or indemnity against the failure to pay same) of $1,000.00 or more annually during the twelve-month period ended December 31, 2001 or any consecutive twelve-month period thereafter, except any of said instruments which terminate or are cancelable without penalty during such twelve-month period. (Schedule DD.)

  • Assignment/Subcontracts 14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. 14.3.2 The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties, to NASPO ValuePoint and other third parties.