Assignment and Encumbrance Sample Clauses

Assignment and Encumbrance. 5.1 Unless otherwise agreed to in writing by Microcell, the warrants issued hereunder are personal to COM Canada and shall not be assignable or transferable by COM Canada, whether voluntarily or by operation of law, and whether directly or indirectly (including, for greater certainty, and without limitation, by way of a monetization or similar transaction). Notwithstanding the foregoing, COM Canada may, in a transfer that is made pursuant to an exemption from the registration requirements of, or in a transaction that is not subject to the Securities Act and any state securities or “blue sky” laws, assign or transfer the warrants to an affiliate (as the term affiliate is defined at Section 9 of the Securities Act (Québec)), provided that COM Canada shall give five (5) days prior written notice of the assignment or transfer to Microcell and such written notice shall contain a representation from COM Canada that the transferee or assignee is an affiliate of COM Canada (as the term affiliate is defined at Section 9 of the Securities Act (Québec)), and provided that such affiliate remains an affiliate at all times, failing which the warrants shall lapse, have no value and shall no longer be exercisable, unless such warrants are promptly transferred back to COM Canada. 5.2 The warrants issued hereunder shall not be pledged, hypothecated, charged or otherwise encumbered by COM Canada. Notwithstanding the foregoing, the warrants may be pledged by COM Canada in order to guarantee its obligations under a loan, credit or other bona fide financing agreement that has been entered into with a recognized financial institution, provided that such financial institution (and/or any of its affiliates) is not and is not an affiliate of a telecommunications company operating in Canada or the United States. 5.3 Notwithstanding Section 5.1 and Section 5.2 above beginning on December 31, 2005, that portion of the warrants that may be exercised by COM Canada during the 2nd Vesting Period and the 3rd Vesting Period (as well as such portion of the underlying Class B Shares) shall be assignable, transferable, pledgeable, hypothecable and/or chargeable by COM Canada, so long as at least 250,000 of such warrants (as well as such portion of the underlying Class B Shares) are so assigned, transferred, pledged, hypothecated or charged to or in favour of the same third party and so long as such third party signs an undertaking satisfactory to Microcell (acting reasonably) that such third p...
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Assignment and Encumbrance. The Foundation cannot and has no authority to transfer, assign or encumber any of its rights or obligations arising from or relating to this Agreement, except that the Foundation may pledge (i) any of the issued and outstanding Preferred Shares held by the Foundation, provided that the Foundation shall not allow, authorize or cooperate with any Shareholder Rights vesting in, transferring to or being exercised or limited by the pledgee, and (ii) any claims for distributions payable under the Company’s articles of association as described in Sections 8 and 9, in each case such pledge may only be made by the Foundation in connection with a financing as described in Section 4. The Foundation shall give prior notice to the Company before pledging any Preferred Shares as referred to in this Section 6.
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Assignment and Encumbrance. 11.1 No Party shall sell, assign, transfer, mortgage, charge or otherwise encumber the whole or any part of its rights, duties, liabilities or obligations arising under this Agreement without having first obtained the consent in writing of all the other Parties provided always that each of the Parties shall have the right to assign the whole or any part of its rights, duties, liabilities or obligations arising under this Agreement to an Affiliate of such Party which has demonstrated to the satisfaction of the other Parties its technical and financial capability to meet its prospective obligations hereunder.
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Assignment and Encumbrance. 1Restriction No assignment or transfer of any interest under the Licence or this Agreement shall be made by any Party otherwise than in respect of an undivided interest in all or part of its interest in the Licence and in and under this Agreement (so that any such assignment shall include all or a corresponding part of any interest of such Party in a Sole Risk Project) in accordance with the following provisions of this Clause or the provisions of Clause 22.
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Assignment and Encumbrance. Licensee will not assign, transfer, mortgage, pledge, financially encumber, grant a security interest, permit a lien to be created, charge or otherwise dispose of any or all of the rights granted to it under this License Agreement without the prior written consent of uOttawa, such consent not to be unreasonably withheld or delayed; provided, however, that either party may assign this Agreement, without the consent of the other party, (i) to any of its Affiliates, if the assigning party guarantees the full performance of its Affiliates’ obligations hereunder, or (ii) in connection with the transfer or sale of all or substantially all of its assets or business or in the event of its merger or consolidation with another company,. In all cases the assigning party shall provide the other party with prompt notice of any such assignment. Any purported assignment in contravention of this Section shall, at the option of the non-assigning party, be null and void and of no effect. No assignment shall release either party from responsibility for the performance of any accrued obligation of such party hereunder.
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Assignment and Encumbrance 
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Related to Assignment and Encumbrance

  • Liens and Encumbrances The Company shall not directly or indirectly make, create, incur, assume or permit to exist any assignment, transfer, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part of the Pledged Property or of the Company's capital stock, or offer or agree to do so, or own or acquire or agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Property or the Company's capital stock; or enter into any sale-leaseback financing respecting any part of the Pledged Property as lessee, or cause or assist the inception or continuation of any of the foregoing.

  • Transfer and Encumbrance The L-C shall also provide that Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the L-C to another party, person or entity, regardless of whether or not such transfer is from or as a part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Landlord’s interest in under this Lease, Landlord shall transfer the L-C, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole of said L-C to a new landlord. In connection with any such transfer of the L-C by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer and, Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection therewith; provided that, Landlord shall have the right (in its sole discretion), but not the obligation, to pay such fees on behalf of Tenant, in which case Tenant shall reimburse Landlord within ten (10) days after Tenant’s receipt of an invoice from Landlord therefor.

  • Title to Properties; Absence of Liens and Encumbrances (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

  • Title to Properties; Liens and Encumbrances The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.

  • ASSIGNMENT AND SUB-LETTING Tenant shall not assign this Agreement, or sub-let or grant any license to use the Premises or any part thereof without the prior written consent of Landlord. A consent by Landlord to one such assignment, sub-letting or license shall not be deemed to be a consent to any subsequent assignment, sub-letting or license. An assignment, sub-letting or license without the prior written consent of Landlord or an assignment or sub-letting by operation of law shall be absolutely null and void and shall, at Landlord's option, terminate this Agreement.

  • Assignment of Leases The Assignment of Leases creates a valid assignment of, or a valid security interest in, certain rights under the Leases, subject only to a license granted to Borrower to exercise certain rights and to perform certain obligations of the lessor under the Leases, including the right to operate the Property. No Person other than Lender has any interest in or assignment of the Leases or any portion of the Rents due and payable or to become due and payable thereunder.

  • Assignment of Leases and Rents There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.

  • Title to Property and Encumbrances The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.

  • Permitted Encumbrances The term “Permitted Encumbrances” shall mean:

  • Assignment and Charges a) The Developer shall not assign in favour of any person this Agreement or the rights, benefits and obligations hereunder save and except with prior consent of the Authority. b) The Developer shall also not create nor permit to subsist any Encumbrance over the Project except with prior consent in writing of the Authority, which consent the Authority shall be entitled to decline without assigning any reason whatsoever. c) Restraint set forth in Clause 14.1 (a) and (b) shall not apply to: (i) Liens/encumbrances arising by operation of law (or by an agreement evidencing the same) in the ordinary course of business of the Developer; (ii) Pledges/hypothecation of goods/moveable assets, revenue and receivables as security for indebtedness, in favour of the Lenders and working capital providers for the Project; (iii) Assignment of Developers rights and benefits under this Agreement to or in favour of the Lenders as security for financial assistance provided by them.

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