Assignability and Substitute Members
Assignability and Substitute Members Sample Clauses
Related to Assignability and Substitute Members
Assignability and Binding Effect This Agreement shall inure to the benefit of and shall be binding upon the heirs, executors, administrators, successors and legal representatives of the Executive, and shall inure to the benefit of and be binding upon the Corporation and its successors and assigns. The Executive may not assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any of his rights or obligations hereunder, and any such attempted delegation or disposition shall be null and void and without effect.
Assignability and Subcontracting Contractor shall not assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required by contractor under this Agreement without the prior written consent of County. Any such assignment or subcontract without the County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement.
Assignability This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns.
Non-Assignability This Agreement shall not be assigned by any of the parties hereto without the prior consent in writing of the other party.
Assignability; Binding Effect This Agreement is not assignable by any Party without the prior written consent of the other Parties and any attempt to assign this Agreement without such consent shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
Assignability; Binding Nature This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.
Assignability; Successors Debtor’s rights and liabilities under this Security Agreement are not assignable or delegable, in whole or in part, without the prior written consent of Vicis. The provisions of this Security Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties.
Assignments and Participations Binding Effect (a) This Agreement shall become effective when it shall have been executed by the Borrower, the other Credit Parties signatory hereto and the Agent and when the Agent shall have been notified by each Lender that such Lender has executed it. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, the Borrower, the other Credit Parties hereto, the Agent and each Lender party hereto and, to the extent provided in Section 8.11, each other Secured Party and, in each case, their respective successors and permitted assigns. Except as expressly provided in any Loan Document (including in Section 8.9), none of the Borrower, any other Credit Party or the Agent shall have the right to assign any rights or obligations hereunder or any interest herein. (b) Each Term Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder and all or a portion of its Term Commitments and its rights and obligations with respect to the Term Loans to: (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Agent and, as long as no Event of Default is continuing, the Borrower (which acceptances of the Borrower shall be deemed to have been given unless an objection is delivered to the Agent within 10 Business Days after notice of a proposed Sale is delivered to the Borrower); provided, however, that, in the case of any proposed Sale under this clause (iii): (A) it shall not be deemed unreasonable for Borrower to withhold acceptance as to any Person that is a Competitor; and (B) any proposed Sale of a Term Loan at a purchase price of less than 75% of par value shall require that the assignor offer (by way of notice to the Agent and Borrower only) to the Borrower to purchase such Term Loan, and substantially concurrently therewith retire or forgive such purchased Term Loan, on terms no less favorable to the assignor and Borrower as those terms being offered to such assignee (each, an “Offer”) (it being understood and agreed that each assignor in a proposed Sale of a Term Loan that is not required to make an Offer under this clause (B) because the purchase price thereof is not less than 75% of par value shall confirm in writing to Borrower that such assignor is not required to make an Offer under this clause (B) because the purchase price thereof is not less than 75% of par value); provided, further, however, that neither Borrower’s acceptance under the above clause (A) nor an Offer under clause (B) shall be required, if (x) an Event of Default has occurred and is continuing, (y) such Sale is being made during the primary syndication of the Loans to potential Lenders (which the Borrower has confirmed are not Competitors) identified by the Agent to the Borrower on or prior to the Closing Date: and it being understood and agreed that for all purposes of the above clauses (A) and
Binding Effect; Assignability This Agreement shall be binding upon and inure to the benefit of the Buyer and the Seller and their respective successors and permitted assigns. The Seller may not assign any of its rights hereunder or any interest herein without the prior written consent of the Buyer, except as provided in Section 3.11 or as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.
Severability and Survival To the extent any provision of this paragraph 28 is found to be unenforceable, it will be severed so the parties’ intent to arbitrate will survive and arbitration will proceed without such provision . All of the terms and provisions of this paragraph 28 will survive the termination or expiration of this Agreement.
