Assignable Contract definition
Examples of Assignable Contract in a sentence
Subject to any action required to be taken by Seller under the FDIC Agreement and any specific consent required in any Equipment Lease and Assignable Contract, to Seller’s knowledge, each Equipment Lease and Assignable Contract is fully transferable and assignable by Seller, or will be transferable and assignable by Seller prior to the Closing Date, to Purchaser.
In addition, during the remaining term of each Non-Assignable Contract, Seller will use commercially reasonable efforts to (a) obtain the consent of the third parties required thereunder, and (b) enforce, at the request of Buyer and for the account of Buyer, any right of Seller arising from such Non-Assignable Contract against the other party or parties thereto (including the right to elect or terminate any such Non- Assignable Contract in accordance with the terms thereof).
From the date hereof until the expiration of the Designation Rights Period, Sellers shall not reject any Assignable Contract unless such Assignable Contract is designated by Buyer as an Excluded Contract or unless otherwise agreed to in writing by Buyer.
If there are any Assignable Contracts for which Consents have not been obtained, or otherwise are not in full force and effect, as of the Closing Date (the “Restricted Contracts”), the Buyer may elect, in the Buyer’s sole discretion, to have the Seller (i) continue its efforts to obtain such Consent for a period of sixty (60) days after Closing, or (ii) terminate the Assignable Contract, effective immediately prior to Closing, all of which shall be at Buyer’s sole risk and expense.
Until such time as a Non-Assignable Contract has been assigned to New AuRico, to the extent permitted by applicable Laws and such contract, AuRico shall hold such Non- Assignable Contract in trust for the benefit of New AuRico for the term of such Non- Assignable Contract (including any renewal or extension) and the covenants and obligations thereunder shall be fully performed by New AuRico and all benefits and obligations existing thereunder shall be for the account of New AuRico.
With respect to any Non- Assignable Contract as to which the necessary approval or consent for the assignment or transfer to Buyer is obtained following the Closing, Seller shall transfer such Non-Assignable Contract to Buyer by execution and delivery of an instrument of assignment reasonably satisfactory to Buyer within three (3) business days following receipt of such approval or consent.
From and after the time contemplated by Section 2.3(e) of the Plan of Arrangement, AuRico authorizes New AuRico, to the extent permitted by applicable Laws and the terms of each such Non- Assignable Contract, at New AuRico’s sole cost and expense, to perform all of AuRico’s obligations under each such Non-Assignable Contract (and AuRico shall be fully indemnified and held harmless in respect thereof by New AuRico).
Such required assistance shall include, but not be limited to, the execution and delivery of any Assignable Contract, title document or other similar document necessary for the transfer or use of the Assets to Buyer.
Nothing in this Agreement shall be construed as an attempt or an agreement to assign or cause the assignment of any Non- Assignable Contract, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Universal and McDermott, as applicable, would not, as a matter of law, pass to the Company as an incident of the assignments contemplated by this Agreement.
If the assignment to Buyer of an Assignable Contract is subject to the consent of a third party, the assignment shall be conditioned upon such consent.