Assignment and Recording Sample Clauses

Assignment and Recording. Seller hereby covenants not to assign or record this Agreement except with the prior written consent of the Buyer. Buyer may assign this Agreement freely to any affiliated entity, provided such assignment shall not relieve Buyer of its obligations hereunder.
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Assignment and Recording. 54 21. PROPERTY INFORMATION AND CONFIDENTIALITY............................... 54 22. ERISA.................................................................. 56 23. SURVIVAL............................................................... 56
Sample 1
Assignment and Recording. This Agreement shall not be assignable or otherwise transferable by any party hereto without the prior written consent of the other party hereto, provided that either party may assign this Agreement to any wholly owned Subsidiary or Affiliate of the assignor or to any lender to Purchaser or any Subsidiary or Affiliate thereof as security for obligations to such lender in respect of the financing arrangements entered into in connection with the transactions contemplated hereby and any refinancings, extensions, refundings or renewals thereof, provided, further, that no assignment to any such lender shall in any way affect Purchaser’s obligations or Liabilities under this Agreement. Neither this Agreement nor any memorandum regarding this Agreement shall be recorded without the prior written consent of the parties.
Sample 1
Assignment and Recording. (a) Except as set forth in the next succeeding sentence, neither this Agreement nor any of the rights or obligations hereunder may be assigned without the prior written consent of the other party hereto, which consent may be withheld in either party's sole discretion. Notwithstanding the foregoing, Seller shall have the right, at any time after the Closing Date, to assign its obligations under this Agreement to any United States Person that is a direct or indirect affiliate of Seller PROVIDED such Person agrees to (i) assume all of Seller's obligations hereunder, (ii) designate a registered agent in New York to receive service of process, and (iii) maintain the requisite Minimum Net Worth for the requisite time period. (b) Neither this Agreement nor any memorandum of this Agreement may be recorded without the prior written consent of the parties hereto, which may be withheld in either party's sole discretion.
Sample 1
Assignment and Recording. (a) Except as hereinafter provided, neither this Agreement nor any of the rights or obligations hereunder may be assigned without the prior written consent of the other parties hereto. Seller shall be entitled, without the need for further notice to any other party, to assign its interests in this Agreement to the Exchange Intermediary in the manner contemplated by the Exchange Agreement. DLIP (but no other person or party which may hereafter be deemed to be the "Purchaser" under this Agreement) shall be entitled, upon giving prior written notice to Seller, to either assign its rights under this Agreement to any person or entity provided such person or entity expressly assumes the obligations of Purchaser hereunder pursuant to a written instrument in form and substance reasonably satisfactory to Seller (but expressly excluding therefrom any approval rights as to the identity of any assignee of Purchaser) or to otherwise designate a person or party to whom title to the Unit shall be conveyed, it being further understood and agreed that notwithstanding such assignment and assumption or designation, as the case may be, Purchaser shall not be relieved of any of its obligations under this Agreement and Seller shall need only to look to DLIP and no other person or party for the performance of Purchaser's obligations hereunder. (b) Neither this Agreement nor any memorandum of this Agreement may be recorded without the prior written consent of the parties hereto.
Sample 1
Assignment and Recording. This Agreement shall not be assigned by Assignee without the prior written consent of Assignor, which may be withheld in Assignor’s sole and absolute discretion. This Agreement shall not be recorded. A direct or indirect transfer of stock, membership interest or partnership interests of Assignee or any of its beneficial owners, or the admission of new shareholders, members or partners into Assignee or any of its beneficial owners shall be deemed an assignment of this Agreement, and accordingly any such transfers or admissions shall be prohibited without the prior written consent of Assignor, which may be withheld in Assignor’s sole and absolute discretion. In the event that this Agreement is either (a) assigned without the prior written consent of Assignor or (b) recorded, such assignment or recording shall be deemed an automatic, material default hereunder, and in such event Assignor shall be entitled to terminate this Agreement, whereupon this Agreement shall immediately be rendered null and void and of no further force and effect, except for any provision which specifically survives termination.
Sample 1
Assignment and Recording. This Contract may not be assigned without the written permission of both parties. This Contract may not be recorded except as needed to enforce Article 10.
Sample 1
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Assignment and Recording. This agreement may be assigned by the Owner to Xxxxx Xxxxx without prior approval of the Corporate Authorities. If such deed conveying the tract by the Owner to Xxxxx Xxxxx is recorded with the office of the Champaign County Recorder, the Corporate Authorities shall record a certified copy of this agreement.
Sample 1

Related to Assignment and Recording

  • 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 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 and Novation 34.1 The Supplier shall not assign, novate, or otherwise dispose of or create any trust in relation to any or all of its rights, obligations or liabilities under this Framework Agreement or any part of it without Approval. 34.2 The Authority may assign, novate or otherwise dispose of any or all of its rights, liabilities and obligations under this Framework Agreement or any part thereof to: 34.2.1 any Other Contracting Body; or 34.2.2 any Central Government Body or other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or 34.2.3 any private sector body which substantially performs the functions of the Authority, and the Supplier shall, at the Authority’s request, enter into a novation agreement in such form as the Authority shall reasonably specify in order to enable the Authority to exercise its rights pursuant to this Clause 34.2. 34.3 A change in the legal status of the Authority such that it ceases to be a Contracting Body shall not, subject to Clause 34.4 affect the validity of this Framework Agreement and this Framework Agreement shall be binding on any successor body to the Authority. 34.4 If the Authority assigns, novates or otherwise disposes of any of its rights, obligations or liabilities under this Framework Agreement to a body which is not a Contracting Body or if a body which is not a Contracting Body succeeds the Authority (both “Transferee” in the rest of this Clause) the right of termination of the Authority in Clause 30.4 (Termination on Insolvency) shall be available to the Supplier in the event of the insolvency of the Transferee (as if the references to Supplier in Clause 30.4 (Termination on Insolvency)) and to Supplier or Framework Guarantor or Call Off Guarantor in the definition of Insolvency Event were references to the Transferee.

  • 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.

  • Assignment and Enurement This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. This Agreement may not be assigned by any party hereto without the prior consent of the other Parties hereto.

  • 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.

  • 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 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.

  • 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.

  • Assignment and Transfer The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

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