Unassignable Contract definition
Examples of Unassignable Contract in a sentence
Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Unassignable Contract if an attempted assignment thereof, without the consent of a third-party thereto, would constitute a breach thereof.
Any assignment to Buyer by Seller of any Unassignable Contract or any claim or right or any benefit arising thereunder or resulting therefrom which shall require the consent of any third party, shall be made subject to such consent being obtained.
With respect to each Unassignable Contract, until consent to assign such contract is obtained, or in the event such consent is never obtained, Seller and Purchaser shall cooperate in any reasonable arrangements designed to provide for Purchaser, to the maximum extent possible, the benefits thereunder, including, without limitation, enforcement for the benefit of Purchaser of any and all rights of Seller against such third party arising out of cancellation by such third party or otherwise.
Employees shall be entitled to a holiday with pay at their regular rate for each of the statutory holidays hereinafter set forth: New Year's Day Victoria Day Thanksgiving Day Family Day Canada Day Remembrance Day Good Friday B.C. Day Christmas Day Easter Monday Labour Day Boxing Day and any day proclaimed by the Federal, Provincial or Municipal government as a holiday and, any special school holiday proclaimed by the Minister of Education.
When any such consent shall be obtained or any such Unassignable Contract shall otherwise become assignable, Sellers shall promptly assign same to Buyer and Buyer shall, to the extent and only to the extent the same constitute Assumed Obligations (as defined below) be deemed to have assumed Sellers' obligations under the Unassignable Contracts, but in each case only if Buyer shall be entitled to the full benefits associated therewith.
For purposes of this Section 6.4(d), if any Unassignable Contract contains a provision that allows the Third Party to such Unassignable Contract to terminate it unilaterally, without cause, any adjustments to the Initial Purchase Price set forth above will be calculated under the assumption that the Third Party to such Unassignable Contract has given notice of such termination on the Closing Date.
This Agreement shall not be deemed to constitute an assignment of any such Unassignable 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 Unassignable Contract, and, except as contemplated by this Section 4.6, Buyer shall assume no obligations or liabilities under any such Unassignable Contract.
Any transfer or assignment to Purchaser or any of its Subsidiaries (including the FS Subsidiaries) of any Unassignable Contract or any claim or right or any benefit arising thereunder or resulting therefrom which shall require the consent of any third party, shall be made subject to such consent being obtained.
CNIFP acknowledges and agrees FCF's holding of any Unassignable Contract on trust for CNIFP shall not prevent or restrict FCF dealing with such Unassignable Contract in connection with the operation of its own business (which may include amending or terminating such contract) provided that FCF will give CNIFP reasonable prior notice before making any change in relation to an Unassignable Contract.
Any assignment to Buyer by any Seller of any Unassignable Contract or any claim or right or any benefit arising thereunder or resulting therefrom which shall require the consent of any third party, shall be made subject to such consent being obtained.