Nonassignable Contracts Clause Samples
A Nonassignable Contracts clause prohibits either party from transferring their rights or obligations under the contract to another party without prior consent. In practice, this means that if one party wishes to sell, delegate, or otherwise assign their interest in the contract, they must first obtain written approval from the other party. This clause is commonly used in agreements where the identity or expertise of the parties is crucial, such as service contracts or intellectual property licenses. Its core function is to maintain control over who is involved in the contractual relationship, thereby protecting both parties from unwanted or unsuitable third-party involvement.
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Nonassignable Contracts. (a) In the event that the transactions contemplated by this Agreement involve the assignment of rights under any contract, agreement, license, claim, or of other rights, assets, or property, which are nonassignable without the consent, authorization or approval of the other party or parties thereto or any other third party (a "Nonassignable Contract"), and such consent, authorization or approval shall not have been obtained by Transferor prior to the Effective Date, then, notwithstanding anything in this Agreement to the contrary (and without relieving Transferor of any liability or obligation it may have under this Agreement), any such Nonassignable Contract shall not be assigned (except any rights to receive payments thereunder) until all such necessary consents, authorizations and approvals with respect to such Nonassignable Contract shall have been obtained, whereupon Transferor shall, without further consideration, promptly assign or cause the assignment of same to the Company. Notwithstanding any other provision in this Agreement, in the event that the Transferor complies with Sections 9.11(a) and 9.11(b), Transferor shall not be held liable or accountable for failing to deliver, assign or make available to the Company any of the licenses or other agreements assigned under this Agreement.
(b) Until such time, if any, as all the necessary consents, authorizations and approvals shall have been obtained for the assignment of a Nonassignable Contract, Transferor, at its own expense, shall retain, preserve and hold in trust for the sole benefit of the Company all rights, interests and claims with respect to such Nonassignable Contract from and after the Effective Date; and Transferor shall, at the request of the Company, take all such action, enter into such arrangements and do or cause to be done such things as shall be reasonably requested by the Company to provide, make available and secure to the Company all of the funds, income and payments that would have inured to the Company upon an outright assignment of such Nonassignable Contract to the extent permitted by law and by contract. Except as provided by law or the Nonassignable Contract in question, the performance obligations of Transferor under such Nonassignable Contract as shall arise both (x) exclusively in respect of periods from and after the date on which the aforesaid funds are so made available thereunder and (y) exclusively in connection with the exploitation of such funds by the Company,...
Nonassignable Contracts. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assumed Contract or other commitment or asset if an assignment or attempted assignment of the same without the consent of the other party or parties thereto would constitute a breach thereof or in any way impair the rights of the Company or the Associated Subsidiaries thereunder. If any consent necessary to convey any Asset is not obtained or if an attempted assignment would be ineffective or would impair any party's rights under any such Assumed Contract or other Asset so that CNCO would not receive all such rights, then (x) the Company shall use commercially reasonable efforts (it being understood that such efforts shall not include any requirement of the Company or the Associated Subsidiaries or CNCO or the Investor to expend money or offer or grant any financial accommodation) to provide or cause to be provided to CNCO, to the extent permitted by law, the benefits of any such Assumed Contract or other Asset, and the Company shall promptly pay or cause to be paid to CNCO, when received, all moneys received by the Company or the Associated Subsidiaries with respect to any such Assumed Contract or other Asset and (y) in consideration thereof CNCO shall pay, perform and discharge on behalf of the Company and the Associated Subsidiaries debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, the Company shall take such other actions (at the expense of CNCO, as designated by the Investor) as may reasonably be requested by the Investor in order to place CNCO, insofar as reasonably possible, in the same position as if such Assumed Contract or other Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command are to inure to CNCO. If and when such consents and approvals are obtained, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreement.
Nonassignable Contracts. Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by the Sellers to Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contract. The Sellers shall advise Buyer in writing on the date hereof with respect to any Assumed Contract which the Sellers know or have substantial reason to believe will or may not be assigned to Buyer hereunder at the Closing. Without in any way limiting Sellers’ obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occur, the Sellers shall cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, designed to provide Buyer with the rights and benefits (subject to the obligations) under such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require.
Nonassignable Contracts. 13 Section 2.06.
Nonassignable Contracts. Anything in this Agreement to the ----------------------- contrary notwithstanding, this Agreement shall not require Seller to assign (prior to the time, if ever, assignment is otherwise consented to) any claim, contractual obligation, authorization of a Governmental Authority, lease, commitment, sales, service or purchase order, or any claim, right or benefit arising thereunder or resulting therefrom, if the Asset Purchase would be deemed an attempted assignment thereof without the required consent of a third party thereto or Governmental Authority and would constitute a breach thereof or in any way affect the rights of Raytheon Company, Seller or Buyer thereunder. If such consent is not obtained, or if the consummation of the Asset Purchase would affect the rights of Seller thereunder so that Buyer would not in fact receive the benefit of all such rights, Seller shall cooperate with Buyer in any arrangement designed to provide for the benefits thereof to Buyer, including subcontracting, sublicensing or subleasing to Buyer or enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto or Governmental Authority arising out of the performance, breach or cancellation by such third party or Governmental Authority or otherwise; and any assumption by Buyer of obligations thereunder whether by operation of Law in connection with the Asset Purchase which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained.
Nonassignable Contracts. (a) To the extent that the assignment by Seller of any sales order, purchase order, lease or other contract included in the Assumed Liabilities or Purchased Assets is not permitted without (i) the consent of the other party to the contract, (ii) the approval of Buyer as a source of the products or services called for by such contract or (iii) the approval of Buyer as a lessee, then this Agreement shall not be deemed to constitute an assignment or an attempted assignment of the same, if such assignment or attempted assignment would constitute a breach thereof. However, unless otherwise agreed as to any particular contract or order (or class thereof), Seller shall use its best efforts to obtain any and all such consents, approvals and novations before and after Closing.
(b) If any necessary consent, approval or novation is not obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer with all of the benefits under such contract, lease or order as if such consent, approval or novation had been obtained, including subleases from Seller and, undertakings by Buyer of the work necessary to complete contracts as the agent of Seller with the understanding that Seller shall then invoice the customer for services rendered and promptly remit the amount of the receivable to Buyer. Nothing herein shall excuse Seller from responsibility for any of their representations and warranties or covenants hereunder.
Nonassignable Contracts. To the extent that the assignment hereunder by Seller to Purchasers of the Contracts is not permitted or is not permitted without the consent of any other party to the Contract, this Agreement shall not be deemed to constitute an assignment of any such Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Contract, and Purchasers shall assume no obligations or liabilities thereunder. Seller shall advise Purchasers promptly in writing with respect to any Contract which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting Seller's obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts and the Purchased Assets to Purchasers hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall cooperate with Purchasers in any reasonable arrangement designed by Purchasers to provide Purchasers with the rights and benefits, subject to the obligations, under the Contract, including enforcement for the benefit of Purchasers of any and all rights of Seller against any other person arising out of breach or cancellation by such other person and, if requested by Purchasers, Seller shall act as an agent on behalf of Purchasers or as Purchasers shall otherwise reasonably require, in each case at Seller's cost. Seller agrees to continue its existence for at least three (3) years from the Closing Date.
Nonassignable Contracts. Nothing in this Agreement shall be construed as an attempt to assign any contract which is by law nonassignable without the consent of any other party thereto unless and until such consent is given.
Nonassignable Contracts. Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall not constitute an agreement to transfer, sell or otherwise assign any contract, license, or other agreement or arrangement which is not permitted to be assigned in connection with a transaction of the type contemplated by this Agreement (collectively, the “Unassigned Contracts”). The beneficial interest in and to each Unassigned Contract shall in any event pass to Buyers, as applicable, at the Closing, and Parent and Seller covenant and agree to cooperate with Buyers in any lawful arrangement to provide Buyers, as applicable, with Seller’s and/or its Affiliates’ entire interest in the benefits under each Unassigned Contract and to otherwise work in good faith to achieve an assignment. Seller shall remain obligated to comply with its obligations under an Unassigned Contract until such time as such Unassigned Contract (together with all rights, claims and interests with respect thereto) is assigned to the applicable Buyer at which time it shall become a Transferred Contract. Seller shall retain all rights in the Transferred Assets solely to the limited extent necessary to perform, and for the sole purpose of performing, its obligations under any Unassigned Contract in a manner consistent with past practice. If and only to the extent either Buyer receives the economic benefits under an Unassigned Contract, such Buyer agrees to accept the burdens and perform the obligations under such Unassigned Contract as subcontractor of Seller. Furthermore, if the other party(ies) to an Unassigned Contract subsequently consents to the assignment of such contract to a Buyer (without modification thereto which is adverse to such Buyer), such Buyer shall thereupon agree to assume and perform all liabilities and obligations arising thereunder after the date of such consent, at which time such Unassigned Contract shall be deemed a Transferred Contract. Notwithstanding anything to the contrary set forth herein, Parent shall be responsible for any payment of any fee or penalty in connection with the assignment of an Unassigned Contract to a Buyer.
Nonassignable Contracts. To the extent that the assignment of any Contract to be assigned to Buyer pursuant to this Agreement shall require the consent of any other Person, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof. Seller shall use all reasonable efforts, and Buyer shall cooperate where appropriate, to obtain any consent necessary to any such assignment where such consent is requested by Buyer. If any such consent is not obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefit, monetary or otherwise, of the Contracts, including enforcement of any and all rights of Seller or Seller’s business against the other party thereto arising out of a breach or cancellation thereof by such other party or otherwise.