Common use of Non-Assignable Rights Clause in Contracts

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 as subleasing, sublicensing or subcontracting) as shall be determined by the parties in order to provide to them the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Non-assignable Right to Buyer as of the Closing and the performance by Buyer of the Assumed Liabilities with respect thereto. Under any such arrangements, unless otherwise agreed by the parties, Seller shall continue to hold legal title to such Non-assignable Right for the exclusive benefit of Buyer and Buyer shall, as agent or subcontractor for Seller, pay, perform and discharge fully the Assumed Liabilities thereunder from and after the Closing Date. In addition, to the extent permitted under applicable Law, Seller shall, at Buyer’s expense, hold in trust for and pay to Buyer promptly upon receipt thereof, such Non-Assignable Right and all income, proceeds and other monies received by Seller to the extent related to such Non-Assignable Right in connection with the arrangements under this Section 2.08. Notwithstanding anything herein to the contrary, the provisions of this Section 2.08 shall not apply to any consent or approval required under any antitrust, competition or trade regulation Law, which consent or approval shall be governed by Section 6.06.

Non-Assignable Rights. (a) Notwithstanding anything Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to the contrary in this AgreementPurchaser and its affiliates, 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 Governmental Authorization which, as a matter of law or by its terms, is (i) would result in a violation of applicable Law not assignable, or (ii) would require not assignable without the consent, authorization, approval or waiver consent of a Person who is not a the issuer thereof or the other party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority)parties thereto, and without first obtaining 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 consent (each, a "collectively “Non-assignable Right"Assignable Rights”); 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 In connection with such saleNon-Assignable Rights, assignmentthe Vendor shall, transfer, conveyance at the request of the Purchaser: (a) apply for and use reasonable commercial efforts to obtain all consents or license shall be borne approvals contemplated by those material Purchased Contracts listed in Schedule 2.4 (the parties in accordance with Section 6.11(a“Material Consents”).; and (b) To co-operate with the extent that Purchaser in 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 commercial arrangements (such as subleasing, sublicensing or subcontracting) as shall be determined by the parties in order designed to provide to them the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer benefits of such Non-assignable Right Assignable Rights to Buyer as of the Closing Purchaser and the performance by Buyer of the Assumed Liabilities with respect thereto. Under its affiliates, including holding any such arrangements, unless otherwise agreed by the parties, Seller shall continue to hold legal title to such Non-assignable Right for the exclusive benefit of Buyer and Buyer shall, as agent or subcontractor for Seller, pay, perform and discharge fully the Assumed Liabilities thereunder from and after the Closing Date. In addition, to the extent permitted under applicable Law, Seller shall, at Buyer’s expense, hold Assignable Rights in trust for the Purchaser and pay to Buyer promptly upon receipt thereofits affiliates or acting as agent for the Purchaser, such in each case at the Purchaser’s expense. Notwithstanding the foregoing, the transfer of the Partnership Interest shall not be a Non-Assignable Right and all incomethe consent to that assignment shall be obtained prior to Closing, proceeds and other monies received by Seller provided that if such consent is not obtained or if any matter relating to the extent related Partnership shall cause the Purchaser’s conditions to closing not be met, the Vendor shall have the option to remove the Partnership Interest as a Purchased Asset and upon exercise of such Non-Assignable Right in connection with option, the arrangements under this Section 2.08Purchase Price shall be reduced by $240,000. Notwithstanding anything herein Subject to the contraryterms of the Partnership Agreement, at the option of the Vendor or the Purchaser, the provisions Partnership Interest shall be purchased by the Purchaser from the Vendor, provided that the consent of this Section 2.08 shall the other party to the Partnership Agreement has been obtained to permit that purchase for a price of $240,000; provided that such purchase option may be exercised by the Purchaser only after the Partnership has made a distribution to the Vendor of its 70% share of the Partnership’s cash on hand. Such purchase or sale option may be exercised on written notice to the Vendor or the Purchaser, as the case may be. The Vendor will not apply sell the Partnership Interest to any consent or approval required under any antitrust, competition or trade regulation Law, which consent or approval shall be governed by Section 6.06other Person other than the other party to the Partnership Agreement.

Non-Assignable Rights. To the extent that Buyer shall have determined to close this Agreement prior to receipt of any consent, approval or waiver necessary under applicable Law or otherwise, to transfer the rights and benefits of Sellers under any Acquired Contact or other Acquired Asset to Buyer, then, from and after the Closing Date, the parties hereto shall cooperate and use their respective best efforts to obtain as promptly as practicable all consents, approvals and waivers required by any third party or Governmental Authority to transfer to Buyer such Acquired Contract and/or Acquired Asset in a manner that will avoid any default, conflict or termination of rights thereunder. Until the time that such consent, approval or waiver is obtained, each Seller (aor an Affiliate thereof) Notwithstanding anything possessing such rights and benefits shall use best efforts to cooperate in any lawful arrangement designed to provide the contrary benefits of such Acquired Contract or Acquired Asset to Buyer in a manner that would as nearly as practicable reflect the purpose and intention of this Agreement, including, without limitation, entering into an agreement with Buyer, upon the written request of Buyer, to subcontract to Buyer all rights and subject to the provisions obligations of this Section 2.08such Seller under any Acquired Contract. In such event, to the extent applicable, (a) Buyer will promptly pay, perform or discharge, when due any and all obligations and liabilities arising thereunder, other than those being contested in good faith or which represent Excluded Liabilities, provided that the salethird party or parties to any such Acquired Contact or Acquired Asset has or have performed in all material respects all of its or their obligations thereunder and each Seller, assignmentas applicable, transferhas fulfilled its obligations under clause (b) of this sentence, conveyance or deliveryand (b) each Seller will promptly pay to Buyer, or attempted salewhen received, assignment, transfer, conveyance or delivery, to Buyer of all moneys received by it under any Assigned such Acquired Contract or Business Permit (i) would result Acquired Asset or any claim, right or benefit arising thereunder, provided, that Buyer has performed in a violation of applicable Law all material respects all obligations under any such Acquired Contract or (ii) would require Acquired Asset required to be performed by such Seller after the consent, authorization, approval or waiver of a Person who is not a party to Closing. Notwithstanding anything contained in 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 Closingcontrary, this Agreement shall not constitute an agreement to assign any Acquired Contract or Acquired Asset or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof without the consent of a salethird party thereto would constitute a breach or other contravention thereof, assignment, transfer, conveyance or deliverywould be ineffective with respect to any such third party, 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 would in any way adversely affect 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 as subleasing, sublicensing or subcontracting) as shall be determined by the parties in order to provide to them the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Non-assignable Right to Buyer as of the Closing and the performance by Buyer of the Assumed Liabilities with respect thereto. Under any such arrangements, unless otherwise agreed by the parties, Seller shall continue to hold legal title to such Non-assignable Right for the exclusive benefit rights of Buyer and Buyer shall, as agent or subcontractor for Seller, pay, perform and discharge fully the Assumed Liabilities thereunder from and after the Closing Date. In addition, to the extent permitted under applicable Law, Seller shall, at Buyer’s expense, hold in trust for and pay to Buyer promptly upon receipt thereof, such Non-Assignable Right and all income, proceeds and other monies received by Seller to the extent related to such Non-Assignable Right in connection with the arrangements under this Section 2.08. Notwithstanding anything herein to the contrary, the provisions of this Section 2.08 shall not apply to any consent or approval required under any antitrust, competition or trade regulation Law, which consent or approval shall be governed by Section 6.06thereunder.

Non-Assignable Rights. (a) Notwithstanding anything Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to the contrary Buyer, any Existing Leases, New Leases, Existing Contracts, New Contracts, Warranties or Permitted Encumbrances which are (i) not assignable, or (ii) not assignable without the approval or consent of the other party or parties thereto, without first obtaining such approval or consent and which the parties expressly agree prior to 5:00 p.m. (Toronto time) on the Due Diligence Date is to be an assigned to the Buyer on Closing notwithstanding such restriction on assignment (collectively “Non Assignable Rights”). In connection with such Non Assignable Rights the Sellers will not be considered to be in breach of any of its obligations under this Agreement or to be in breach of any representation or warranty made in this Agreement, and subject to the provisions of this Section 2.08, to the extent provided that the saleSellers, 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 at 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 request of the conditions contained Buyer and in Article VII, each case at the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing, Seller Buyer’s expense: (a) apply for and Buyer shall use commercially reasonable effortsefforts to obtain all such consents or approvals, 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 a form satisfactory to the provisions Buyer acting reasonably, provided that nothing herein shall require the Sellers to make any payment to any other party to any of this Section 2.08)the Existing Leases, New Leases, Existing Contracts, New Contracts, Warranties or Permitted Encumbrances; 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).and (b) To co operate with the extent that any Non-Assignable Right canBuyer for a period not be transferred to Buyer exceed sixty (60) days following the Closing pursuant to this Section 2.08, Buyer Date in any reasonable and Seller shall use reasonable best efforts to implement such lawful arrangements (such as subleasing, sublicensing or subcontracting) as shall be determined by the parties in order designed to provide to them the economic and, benefits of such Non Assignable Rights to the extent permitted under applicable LawBuyer, operational equivalent of the transfer of such Non-assignable Right including holding, for a period not to Buyer as of the Closing and the performance by Buyer of the Assumed Liabilities with respect thereto. Under any such arrangements, unless otherwise agreed by the parties, Seller shall continue to hold legal title to such Non-assignable Right for the exclusive benefit of Buyer and Buyer shall, as agent or subcontractor for Seller, pay, perform and discharge fully the Assumed Liabilities thereunder from and after exceed sixty (60) days following the Closing Date. In addition, to the extent permitted under applicable Law, Seller shall, at Buyer’s expense, hold any such Non Assignable Rights in trust for and pay to the Buyer promptly upon receipt thereofor acting as agent for the Buyer, such Non-Assignable Right and all income, proceeds and other monies received by Seller to the extent related provided that pursuant to such Non-Assignable Right arrangements the Buyer fully indemnifies the Sellers for all obligations or liabilities incurred thereunder or in connection with therewith. In the arrangements under event of any conflict or inconsistency between this Section 2.08. Notwithstanding anything herein to the contrary, the provisions 8.3 and any other provision of this Agreement, this Section 2.08 8.3 shall not apply to any consent or approval required under any antitrust, competition or trade regulation Law, which consent or approval shall be governed by Section 6.06prevail.