Assignment and Agreement Sample Clauses

Assignment and Agreement. 16.1 This Agreement shall not be assigned, transferred, conveyed, sublet or otherwise disposed of without the prior written consent of SMART and the Authority.
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Assignment and Agreement. Exhibit "A" to Operating Agreement of Cowboy Asphalt Terminal, L.L.C.
Assignment and Agreement. 12.1 The Client shall not assign this agreement in whole or in part save with the prior written consent of JBA (such consent not to be unreasonably withheld). JBA shall be free as it sees fit from time to time to assign the whole of this agreement, or to sub-contract the undertaking of the whole or any part of the Services. 12.2 Each party acknowledges that it has not been induced to enter into this agreement by any representation other than those representations (if any) that have been reduced to writing in this agreement. 12.3 No modification or amendment to this agreement shall be binding unless executed in writing by persons who hold themselves out as having full power and authority so to do. Nevertheless:- (a) the failure of either Party at any time to enforce any provision of this agreement shall not be deemed a waiver of any such provision or of any other provision hereof or of such party's right thereafter to enforce any provision hereof; (b) where JBA undertakes any variation or modification at the Client’s request then such variation or modification may be undertaken by JBA and shall be paid for by the Client as provided for in clause 4.5 above even where not agreed in writing.
Assignment and Agreement. (a) Systems Management agrees not to assign, mortgage, pledge or otherwise encumber this Agreement, nor to sublet the Subject Premises or any part thereof, without in each instance obtaining the prior written consent of the Master Landlord, Master Tenant and Software AG, which consent of Software AG shall not be unreasonably withheld. (b) In the event that Systems Management desires to sublet the Subject Premises or assign the Agreement, Systems Management shall give Software AG, Master Landlord and the Master Tenant written notice of Systems Management's intended subtenant or assignee in order to secure the Master Tenant's and Software AG's written consent. Within twenty (20) days of receipt of said notice, Software AG shall have the right: (i) to terminate this Agreement by giving Systems Management not less than thirty (30) days' notice (or one hundred twenty (120) days' notice if space is being utilized by Systems Management) in the case of an assignment of the entire Agreement or a subletting of more than fifty percent (50%) of the Subject Premises; or (ii) to terminate this Agreement and simultaneously enter into a new sub-sublease with Systems Management for that portion of the Subject Premises that Systems Management may desire to retain upon the same terms, covenants and conditions of the existing Agreement as applicable to the space retained. The Master Landlord and the Master Tenant shall have all rights provided in the Master Lease and the Sublease, as applicable, for any further subletting of any portion of the Subject Premises or any assignment of this Agreement. (c) In the event Software AG does not exercise its right to terminate this Agreement, and Software AG and the Master Tenant have granted their written consents, Systems Management may sublet all or a portion of the Subject Premises. Fifty percent (50%) of any profit amounts (i.e., rental receipts less customary transaction costs, such as tenant improvements, attorneys' fees, and broker fees) above the Monthly Base Rent accruing to Systems Management as the result of such sub-sublease shall be paid by Systems Management to Software AG monthly as additional rent. (d) In the event of any subletting of the Subject Premises or assignment of this Agreement by Systems Management, with or without Software AG's consent, Systems Management shall remain liable to the Master Tenant for payment of the rent stipulated herein and all other covenants and conditions contained herein.
Assignment and Agreement. District of Florida in Tampa and each party hereto hereby consents and shall not oppose for any reason such jurisdiction and venue.
Assignment and Agreement 

Related to Assignment and Agreement

  • Consent and Agreement An original of a Consent and Agreement duly executed by such Subsidiary, pursuant to which such Subsidiary consents and agrees to become a “Credit Party” hereunder and to be bound by the terms and conditions of this Agreement and all other Loan Documents;

  • Assignment and Amendment This Agreement may not be assigned by the Subadviser, and shall automatically terminate, without the payment of any penalty, in the event: (a) of its assignment, including any change in control of the Adviser or the Subadviser which is deemed to be an assignment under the 1940 Act, or (b) that the Advisory Agreement is assigned or terminates for any reason. Trades that were placed prior to such termination will not be canceled; however, no new trades will be placed after notice of such termination is received. Termination of this Agreement shall not relieve the Adviser or the Subadviser of any liability incurred hereunder. The terms of this Agreement shall not be changed unless such change is agreed to in writing by the parties hereto and is approved by the affirmative vote of a majority of the Trustees of the Trust voting in person, including a majority of the Trustees who are not interested persons of the Trust, the Adviser or the Subadviser, at a meeting called for the purpose of voting on such change, and (to the extent required by the 0000 Xxx) unless also approved at a meeting by the affirmative vote of the majority of outstanding voting securities of the Fund.

  • Acknowledgement and Agreement By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2024-1 SUBI Certificate and the 2024-1 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor hereby acknowledges and agrees that for so long as the Notes are Outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Transferee under this Agreement.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • Acknowledgment and Agreement By execution below, the Seller expressly acknowledges and consents to the pledge, assignment and Grant of a security interest in the Receivables, the other Transferred Assets and the Issuer’s rights under this Agreement by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Seller hereby acknowledges and agrees that for so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Issuer under this Agreement in the event that the Issuer shall fail to exercise the same.

  • Waiver and Agreement Neither the failure nor any delay on the part of Lender to exercise any right, power or privilege herein or under any of the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver of any provision in this Loan Agreement or in any of the other Loan Documents and no departure by Borrower therefrom shall be effective unless the same shall be in writing and signed by Lender, and then shall be effective only in the specific instance and for the purpose for which given and to the extent specified in such writing. No modification or amendment to this Loan Agreement or to any of the other Loan Documents shall be valid or effective unless the same is signed by the party against whom it is sought to be enforced.

  • Assignment and Conveyance The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase Agreement (the "Purchase Agreement"), dated as of [DATE], between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement. Recognition of the Company

  • ASSIGNMENT AND AMENDMENTS This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act); provided that such termination shall not relieve the Adviser of any liability incurred hereunder. This Agreement may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable.

  • Amendment and Assignment This Agreement may be amended only in writing and signed by both parties. This Agreement may not be assigned to another party.

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