Non-Assignable Rights Clause Samples

Non-Assignable Rights. Except as set forth on Schedule 3.22, neither the execution, delivery nor performance of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (i) conflict with or result in a breach or termination of, or prevent the Company from realizing the benefits otherwise obtainable by the Company under, any permits or property interests of the Company or any Contract, agreement, arrangement or commitment of the Company or (ii) require the affirmative consent or approval of any third party.

Non-Assignable Rights. Neither the Executive nor his spouse, nor other Beneficiary, will have any right to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder without the written consent of the Company. Such payments and the right thereto are expressly declared to be non-assignable and nontransferable.

Non-Assignable Rights. The Borrower declares that to the extent that any right, title, interest or benefit described in Clause 3.1 (Assignment) is for any reason not effectively assigned pursuant to Clause 3.1 (Assignment) for whatever reason, it shall:

Non-Assignable Rights. It is agreed that neither the Executive nor the Executive’s spouse, nor other beneficiary, will have any right to commute, sell, assign, transfer or otherwise convey the right to receive any payments hereunder without having the written consent of Nalco to do so. Such payments and the right thereto are expressly declared to be non-assignable and non-transferable.

Non-Assignable Rights. Except as may be expressly permitted under any other provision of this Agreement, neither the Employee nor his Surviving Spouse shall have any right to commute, sell, anticipate, assign, transfer, or otherwise convey the right to receive any payments hereunder, which payments and the rights thereto hereby are expressly declared to be non-assignable and non-transferable.

Non-Assignable Rights. Employee shall not have the right to anticipate or commute with any third party, or to sell, assign, transfer, or otherwise alienate or convey the right to receive any payments hereunder, whether by his voluntary or involuntary act, or by operation of law and, in particular, that any payments due hereunder shall not be subject to attachment or garnishment or any other legal proceedings by any creditor, or be in any way responsible for the debts or liabilities of Employee. Should any attempt be made to reach any payments hereunder by other than Employee, the Escrow Agent shall make each payment as it becomes due to such person or persons, for the sole benefit of Employee upon written direction from Employee.

Non-Assignable Rights. The Borrower declares that to the extent that any right, title, interest or benefit described in Clause 3.1 (Assignment and charge) is for any reason not effectively assigned or charged, as the case may be, pursuant to Clause 3.1 (Assignment and charge) for whatever reason, it shall: (a) hold the benefit of the same on trust for the Collateral Agent as security for the payment and discharge of the Secured Obligations; and (b) promptly upon becoming aware of the same, notify the Collateral Agent of the same and the reasons therefore and thereafter take such steps as the Collateral Agent may reasonably require to remove such prohibition or other reason for such incapacity.

Non-Assignable Rights. The Company declares that to the extent that any right, title, interest or benefit described in Clause 4.1 (Assignment) is for any reason not effectively assigned pursuant to Clause 4.1 (Assignment) for whatever reason, it shall: (a) hold the benefit of the same on trust for the Delegate as security for the payment and discharge of the Secured Obligations; and (b) promptly upon becoming aware of the same, notify the Delegate of the same and the reasons therefore and thereafter take such steps as the Delegate may reasonably require to remove such prohibition or other reason for such incapacity.

Non-Assignable Rights. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 2.08, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Assigned Contract or Business Permit (i) would result in a violation of applicable Law or (ii) would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, of such Assigned Contract or Business Permit (each, a "Non-assignable Right"); provided, however, that, subject to the satisfaction or waiver of the conditions contained in Article VII, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Seller and Buyer shall use commercially reasonable efforts, and cooperate with each other, to obtain, any such required consent, authorization, approval or waiver or (if required in order to carry out the provisions of this Section 2.08) any release, substitution or amendment required to novate any Non-assignable Rights so that they can effectively be transferred to Buyer as promptly as reasonably practicable after the Closing upon the terms set forth in this Agreement (without regard to the provisions of this Section 2.08); provided, however, that neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Non-assignable Right to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes in connection with such sale, assignment, transfer, conveyance or license shall be borne by the parties in accordance with Section 6.11(a). (b) To the extent that any Non-Assignable Right cannot be transferred to Buyer following the Closing pursuant to this Section 2.08, Buyer and Seller shall use reasonable best efforts to implement such arrangements (such...