Nonassignable Rights Clause Samples

Nonassignable Rights. Anything in this Agreement to the contrary notwithstanding, but subject to AlliedSignal's and Buyer's rights under Section 7.2 of the Aerospace Agreement, this Agreement shall not constitute an agreement to assign any of the Contracts, Intellectual Property, Technology or Permits or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third Person thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer thereunder. (Any Asset that, but for this Section 1.2(c) would be sold and assigned at the Closing shall remain a "Purchased Asset" for purposes of this Agreement.) Parent and Sellers will use all reasonable best efforts to obtain the consent of the other parties to any such Contract or Permit for the assignment thereof to Buyer and Buyer shall reasonably cooperate with such efforts. If such consent is not obtained prior to the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Parent and Sellers thereunder so that Buyer would not in fact receive all such rights, subject to Section 5.1(d), the Closing shall nevertheless take place and, thereafter, Parent, Sellers and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder (but only to the extent such obligations would have constituted Assumed Liabilities if such assignment occurred on the Closing Date) from and after the Closing Date in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer, or under which Parent and each Seller would enforce for the benefit of Buyer, with Buyer assuming each Seller's obligations to the same extent as if it would have constituted an Assumed Liability and any and all rights of Parent or any Seller against a third Person thereto. Parent and each Seller will pay promptly to Buyer when received all monies received by Parent or any Seller after the Closing Date under any of the Contracts or any claim or right or any benefit arising thereunder to the extent that Buyer would be entitled thereto pursuant hereto. The provisions of this Section 1.2 shall in no way limit the Closing condition set forth in Section 5.1(d).

Nonassignable Rights. Holm▇▇, ▇▇s wife, or his widow after his death, or his personal representatives, designated beneficiaries and heirs, shall not have the right to anticipate or commute, or to sell, assign, transfer, or otherwise alienate or convey the right to receive any payments hereunder, whether by his, her or their 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 Holm▇▇ ▇▇ his wife or his widow after his death or his personal representatives, designated beneficiaries and heirs. Should Holm▇▇ ▇▇ his wife or his widow after his death or his personal representatives, designated beneficiaries and heirs, voluntarily attempt to breach this Section of this Agreement, Reyn▇▇▇▇' ▇▇ability to make payments hereunder from and after the date of said attempt shall be extinguished; and should any attempt be made to reach the payments by other than Holm▇▇ ▇▇ his wife or his widow after his death or his personal representatives, designated beneficiaries and heirs, Reyn▇▇▇▇ ▇▇▇ll make each payment as it becomes due to such person or persons for the sole benefit of Holm▇▇ ▇▇ his wife or his widow or his personal representatives, designated beneficiaries and heirs, as the case may be, as Reyn▇▇▇▇ ▇▇▇ deem ▇▇▇edient.

Nonassignable Rights. To the extent that the sale, conveyance, assignment, sublease, transfer or delivery or the attempted sale, assignment, sublease, transfer, conveyance or delivery to Purchaser of any Newsprint Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable law, rule, regulation, order or judgment or would require the authorization, approval, consent or waiver of any third party (including any Governmental Entity) (a “Nonassignable Right”) and such authorization, approval, consent or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, assignment, sublease, transfer or delivery, or an attempted sale, conveyance, assignment, sublease, transfer or delivery thereof until such authorization, approval, consent or waiver has been obtained and the following provisions shall be applicable: 1.4.1 Following the Closing, Seller shall use its commercially reasonable efforts at its sole cost and expense, and Purchaser shall cooperate therewith, to obtain such authorization, approval, consent or waiver or cause the taking of any required action, as applicable. To the extent that any such authorization, approval, consent or waiver is not so obtained or any such action is not so taken, Seller shall, to the extent reasonably possible and not prohibited by any applicable law, rule, regulation, order or judgment (i) provide to Purchaser the benefits of any such Nonassignable Right as though it were the sole owner thereof, (ii) cooperate in any reasonable and lawful arrangement reasonably requested by Purchaser designed to provide such benefits to Purchaser including purchasing or contracting for the account of Purchaser, or reimbursing Purchaser for any costs or expenses related to the purchase of or the contracting for, such product, service, license, asset or other lawful arrangement that will provide to Purchaser the benefits of such Nonassignable Right, and (iii) at the reasonable request of Purchaser, enforce for the account of Purchaser any right of Seller arising from any such Nonassignable Right against such third party. All costs and expenses incurred by Seller in carrying out the foregoing clauses (i) and (ii) will be paid by Seller; provided, that, Purchaser will be responsible for obligations and liabilities relating to such Nonassignable Rights as if they had been transferred or assigned to Purchaser in accordance with the terms of this Agreement. Once...

Nonassignable Rights. This Agreement and all rights and benefits hereunder are binding upon and shall inure to the benefit of Executive and the Company, as well as to the benefit of the Company's successors. The obligations of Executive hereunder are personal to Executive; accordingly, neither this Agreement nor any right or interest of Executive herein, or arising hereunder, shall be voluntarily or involuntarily sold, transferred or assigned by Executive without the prior written consent of the Company or its successor in interest. This Agreement shall be assignable by the Company, provided, however, that in the event (i) the Company sells all or substantially all of its assets to a third party or (ii) majority control of the Company is transferred to any third party, Executive shall have the right and option to terminate his employment pursuant to SECTION 6.2.

Nonassignable Rights. This Agreement and all rights and benefits hereunder are binding upon and shall inure to the benefit of Executive and the Company, as well as to the benefit of the Company's

Nonassignable Rights. Notwithstanding anything to the contrary contained herein but without limiting the rights and obligations of the parties under the other provisions of this Agreement (including Section 5.4), this Agreement shall not operate to assign, and there shall not be included in the Acquired Assets, any Intellectual Property, Technology, Permit or Contract or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of any Person (except for consents already received), would constitute a breach, default or other contravention thereof or a violation of Law (it being understood that the failure to obtain such consents shall not reduce the Purchase Price or relieve either party from its obligation to consummate at the Closing the transactions contemplated by this Agreement). To the extent that this Section 2.2(c) operates to exclude from the Acquired Assets any such Intellectual Property, Technology, Permit or Contract or any claim, right or benefit arising thereunder or resulting therefrom, the definition of "Business" in the recitals hereto shall be modified to exclude such assets and the business,

Nonassignable Rights. (a) Notwithstanding anything to the contrary contained in this Agreement or in any Other Agreement, this Agreement and the Other Agreements shall not operate to assign, and there shall not be included in the Assets, any of the Assumed Contracts, Assumed Contracts Rights, Intangible Property or Permits, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without the consent of any Entity, would constitute a breach, default or other contravention thereof or a violation of law, unless and until all required consents, approvals and waivers are obtained (it being understood and agreed that the failure to obtain such consents, approvals and waivers shall not reduce the Purchase Price nor shall it relieve the Sellers of any of their obligations under this Agreement, including Section 2.04(b) hereof, or eliminate any of the conditions of Buyer's obligations hereunder). To the extent that this Section operates to exclude any of such Assumed Contracts, Assumed Contracts Rights, Intangible Property, Permits, claims, rights or benefits, the definitions of "Business", "Assets", "Assumed Contracts", "Assumed Contracts Rights" and "Intangible Property" in this Agreement shall be modified to exclude such assets.

Nonassignable Rights. Proud, his wife, or his widow after his death, or his personal representatives, designated beneficiaries and heirs, shall not have the right to anticipate or commute, or to sell, assign, transfer, or otherwise alienate or convey the right to receive any payments hereunder, whether by his, her or their 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 Proud or his wife or

Nonassignable Rights. Seller and Stockholder agree to use their best efforts after closing to obtain the consent of the other parties to the contracts listed on Schedules 7(j) and (k) which are nonassignable. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any contract, order, commitment, license or right if an assignment or attempted assignment thereof without the consent of the other party thereto would constitute a breach thereof or in any material way affect the rights of Seller thereunder or hereunder unless such consent is obtained. If any such consent is not obtained, or if an attempted assignment would be ineffective and would materially affect Seller's rights thereunder, so that Buyer would not in fact receive all such rights, the parties agree to cooperate in any reasonable arrangement designed to assure that Buyer shall have all the benefits, rights, obligations and duties under such contracts, orders, commitments, licenses and rights, without further consideration being paid by Buyer.