Assigned Agreements Clause Samples

Assigned Agreements. At the Closing, Seller shall assign the Assigned Agreements to the Buyer and the Buyer shall assume the obligations of Seller thereunder, pursuant to the terms and conditions set forth herein and in the Assignment and Assumption Agreement.

Assigned Agreements. Each Grantor shall at its expense, with respect to all Assigned Agreements, comply with the covenants contained in clause (m) of Section 7.1.1 and Section 7.2.10 of the Credit Agreement. Without the prior consent of the Administrative Agent, no Grantor shall waive, settle, release or discharge any Person with respect to any of its obligations under any Assigned Agreement (other than upon due completion of such obligations by such Person).

Assigned Agreements. (a) Upon or after the occurrence of an Acceleration Event which is continuing, following a written request by the Security Agent, each Chargor will, within 10 Business Days of the date of such request, give notice to the other party to each Insurance Policy and Assigned Agreement that it has assigned or charged its right under the relevant policy or agreement to the Security Agent under this Debenture. Such notice will be a Counterparty Notice, except in the case of the Insurance Policies where it will be an Insurance Notice. Each relevant Chargor will use commercially reasonable endeavours (not involving the payment of money or incurrence of any external expenses) to procure that the relevant counterparty or insurer signs and delivers to the Security Agent an acknowledgement substantially in the form of that set out in the schedule to the relevant notice (or such other form as the Security Agent may agree in its reasonable discretion) within 20 Business Days of service of such notice to the relevant counterparty or insurer (or such later date as the Security Agent may agree in its reasonable discretion) provided that, if the relevant Chargor has been unable to procure such acknowledgment within the relevant time period, its obligation to use commercially reasonable endeavours to procure such acknowledgment shall cease at the end of such period. (b) Notwithstanding anything in this Debenture to the contrary, until an Acceleration Event has occurred which is continuing, each Chargor shall be entitled to continue to operate and transact business in relation to the Insurance Policies (including exercising or waiving any of its rights under such policies and agreements or permitting any Insurance Policy to lapse) and the Assigned Agreements to the extent not expressly prohibited by the Secured Debt Documents. (c) No Chargor shall be required to procure that any Secured Party is entered as a loss payee on any Insurance Policy. (d) Upon or after the occurrence of an Acceleration Event which is continuing: (i) the Security Agent may exercise (without any further consent or authority on the part of any Chargor and irrespective of any direction given by any Chargor) any Chargor’s rights (including direction of any payments to the Security Agent) under any of its Insurance Policies or under or in respect of any Assigned Agreement to which that Chargor is a party; and (ii) each Chargor shall hold any payment that it receives in respect of its Insurance Policies or an...

Assigned Agreements. Upon the occurrence and during the continuance of an Event of Default, Debtor hereby irrevocably authorizes and empowers the Investor, without limiting any other authorizations or empowerments contained in any of the Transaction Documents, to assert, either directly or on behalf of Debtor, any claims Debtor may have, from time to time, against any other party to any of the agreements to which Debtor is a party or to otherwise exercise any right or remedy of Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of Debtor's rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by Debtor thereunder).

Assigned Agreements. The Assigned Agreements of such Grantor, true and complete copies of which have been furnished to the Administrative Agent, have been duly authorized, executed and delivered by such Grantor and (to the best knowledge of such Grantor) each other party thereto, are in full force and effect and are binding upon and enforceable against such Grantor and (to the best knowledge of such Grantor) each other party thereto, in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditor’s right generally and to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law). To the knowledge of such Grantor, there exists no default under any Assigned Agreement by any party thereto. With respect to each Assigned Agreement a duly executed Collateral Assignment of Material Agreement as provided in the Credit Agreement has been delivered to the Administrative Agent with respect thereto.

Assigned Agreements. Each Assigned Agreement is in full force and effect and is enforceable against the parties thereto in accordance with its terms.

Assigned Agreements. (a) No consent of any party (other than such Grantor) to any Assigned Agreement is required, or purports to be required, in connection with the execution, delivery and performance of this Agreement. (b) Each Assigned Agreement has been duly authorized, executed and delivered by each of the parties thereto, is in full force and effect, and constitutes a valid and legally enforceable obligation of the parties thereto, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (c) No consent or authorization of, filing with or other act by or in respect of any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of any of the Assigned Agreements by any party thereto other than those which have been duly obtained, made or performed, are in full force and effect and do not subject the scope of any such Assigned Agreement to any limitation, either specific or general in nature. (d) Neither such Grantor nor (to the best of such Grantor’s knowledge) any of the other parties to the Assigned Agreements is in default in the performance or observance of any of the terms thereof in any manner that, in the aggregate, could reasonably be expected to have a Material Adverse Effect. (e) The right, title and interest of such Grantor in, to and under the Assigned Agreements are not subject to any defenses, offsets, recoupments, counterclaims or claims that, in the aggregate, could reasonably be expected to have a Material Adverse Effect. (f) Such Grantor has delivered to the Agent a complete and correct copy of each Assigned Agreement, including all amendments, supplements and other modifications thereto. (g) No amount payable to such Grantor under or in connection with any Assigned Agreement is evidenced by any instrument or chattel paper that has not been delivered to the Agent. (h) None of the parties to any Assigned Agreement is a Governmental Authority. (i) If requested by the Agent, each party to the Assigned Agreements (other than a Grantor) has executed and delivered to the Agent a consent in substantially the form of Annex 4 hereto, to the assignment of the Assigned Agreements to the Agent, for the benefit of the Secured Parties, pursuant to this Agreement.

Assigned Agreements. (i) Upon the request of the Collateral Agent at any time after the occurrence and the continuance of an Event of Default and subject to the terms of the Intercreditor Agreement, the Project Grantors shall notify the parties to any Assigned Agreement that such Assigned Agreement has been assigned to the Collateral Agent for the benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (ii) In the event of a default by any Project Grantor in the performance of any of its obligations under any Assigned Agreement that is a Material Contract (as defined in the Credit Agreement), or upon the occurrence or non-occurrence of any event or condition under any such Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable another party of such Assigned Agreement to terminate or suspend its performance under such Assigned Agreement, and subject to the terms of the Intercreditor Agreement, the Collateral Agent (acting at the direction of an act of the Secured Parties or as otherwise provided for in the Intercreditor Agreement) may (but shall not be obligated to), with prior written notice to the applicable Project Grantor (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if such Project Grantor is the subject of an Insolvency Proceeding or if the delivery of such notice is otherwise prohibited by applicable law), cause the performance of such obligations, and the reasonable and documented out-of-pocket fees, costs and expenses (including reasonable and documented fees and expenses of external counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of such Project Grantor.

Assigned Agreements the Collateral Accounts, all cash deposited therein from time to time, the Liquid Investments made pursuant to Section 3.03 of this Security Agreement and other monies and property (including deposit accounts) of any kind of such Assignor maintained with or in the possession or under the control of the Collateral Agent;