Certain Assignments Sample Clauses

Certain Assignments. Any other provision of this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to transfer or assign, or a transfer or assignment of, any claim, contract, lease, Permit, Environmental Permit, commitment, sales order or purchase order, or any benefit arising thereunder or resulting therefrom, if an attempt at transfer or assignment thereof without the consent required or necessary for such assignment, would constitute a breach thereof or in any way adversely affect the rights of Purchaser or one of the Selling Entities thereunder. If (w) any required consent to the transfer or assignment to Purchaser of any claim, contract, lease, Permit, Environmental Permit, commitment, sales order or purchase order is not obtained, (x) an attempted transfer or assignment would be ineffective or would adversely affect the rights of Purchaser or one of the Selling Entities thereunder so that Purchaser would not receive substantially all of such rights, (y) a contract is assigned to Purchaser pursuant to the provisions hereof and the other contracting party thereafter raises objections to the assignment and refuses to allow Purchaser to perform the contract on the terms therein provided, or threatens to terminate the contract or ▇▇▇ for damages, or (z) a surety company issuing a bond to one of the Selling Entities objects to the completion of a sales order or contract included among the Purchased Assets by Purchaser, Purchaser and Sellers shall cooperate in any arrangement Purchaser may reasonably request to provide for Purchaser the benefits under such claim, contract, lease, Permit, Environmental Permit, commitment or order. Cooperation may include, without limitation, and at Purchaser's request shall include, an arrangement (a so-called "Seconding Arrangement"), to be entered into between Purchaser and one of the Selling Entities pursuant to which such Selling Entity shall nominally perform an order or contract, Purchaser shall retain the economic benefits or detriments of the order or contract and such the Selling Entity shall perform the order or contract with employees lent to such Selling Entity by Purchaser (which employees shall be treated as employees of such Selling Entity during the period of performance) and with inventory, equipment and supplies of Purchaser necessary to complete the order or contract transferred from Purchaser to such Selling Entity as required.

Certain Assignments. Seller and/or Summit, as applicable, shall deliver such assignments of In-Licensed Intellectual Property as are necessary to transfer the Assets.

Certain Assignments. (i) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank; provided, no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (ii) Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided, unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Certain Assignments. Purchaser shall have received, on ------------------- material terms no less favorable to Purchaser than those now existing for Seller, assignments of the Assigned Contracts.

Certain Assignments. Seller and Purchaser shall use their ------------------- respective reasonable best efforts to obtain third-party acceptance of assignments to Purchaser of each of the Assigned Contracts on terms no less favorable to Purchaser as currently exist with respect to Sellers.

Certain Assignments. Assignments of the Assumed Contracts shall have been received to BRG's reasonable satisfaction.

Certain Assignments. 21 d. Absence of Adverse Changes................................ 21 e.

Certain Assignments. 33 9.4 Use of Trademarks: References to Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 9.5

Certain Assignments. (a) Buyer and Seller shall use commercially reasonable efforts to obtain each consent necessary to assign any Asset, including the Assumed Contracts, to Buyer, and Buyer and Seller shall use commercially reasonable efforts to obtain all requisite consents under the IDB Leases in order to assign the IDB Leases to Buyer. (b) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any governmental approval, instrument, contract, lease, Permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party or Authority (as hereinafter defined) would constitute a breach or violation thereof or affect adversely the right of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such instrument, contract, lease, Permit or other agreement or arrangement that requires the consent of a third party or Authority shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller and Buyer shall continue to use all commercially reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained, and Seller will cooperate with Buyer in any lawful or economically feasible arrangement to provide that Buyer shall receive the interest of Seller in the benefits under any such instrument, contract, lease, Permit or other agreement or arrangement, including, without limitation, performance by Seller as agent, if economically feasible; provided that if Buyer shall receive the interest of Seller in the benefits under any such instrument, contract, lease, Permit or other agreement or arrangement prior to such time as consent or approval has been obtained, Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Notwithstanding the foregoing, if any consent or approval has not been obtained as of the Closing with respect to any instrument, contract, lease, Permit or other agreement or arrangement of the Combined Business, then, at Buyer's request, Seller shall transfer and a...