Assignment by MuniMae Sample Clauses

Assignment by MuniMae. MuniMae may assign or otherwise transfer any or all of its rights, interests or obligations under this Agreement to any Person, whether or not in connection with any sale, assignment or transfer of its membership interest, equity or ownership in Recourse Provider, only if: (A) (i) no Event of Default of Potential Event of Default shall have occurred and be continuing either immediately before or immediately after giving effect to the proposed assignment, (ii) the assignee shall (1) assume in writing all of the obligations of MuniMae under this Agreement, including without limitation, all of covenants made by MuniMae in this Agreement except for the representations and warranties set forth in Section 4.2, and (2) provide to Fxxxxx Mae an opinion of counsel acceptable to Fxxxxx Mxx to the effect that the assumption of this Agreement has been duly authorized, executed and delivered by such assignee, this Agreement is the valid and binding agreements of such assignee enforceable against it in accordance with its terms and addressing such other matters as Fxxxxx Mae shall reasonably request, and (iii) the prior written consent of Fxxxxx Mxx is obtained, which consent shall not be unreasonably withheld and shall be based upon the following factors (1) the financial ability and other capabilities of the proposed assignee to perform the obligations of MuniMae under this Agreement, (2) the legal structure and condition of the proposed assignee, (3) the reputation of the proposed assignee and its controlling Persons generally, (4) the ability of Fxxxxx Mae to work with the proposed assignee and its controlling Person generally, and (5) the net worth of the proposed assignee, which shall be not less than the amount set forth in the most recent Mortgage Loan Certificate; or (B) (i) no Event of Default or Potential Event of Default shall have occurred and be continuing either immediately before or immediately after giving effect to the proposed assignment, and (ii) the prior written consent of Fxxxxx Mxx is obtained, which consent shall not be withheld if the other requirements of this subsection (B) are satisfied and the assignee (1) shall assume in writing all of the obligations of MuniMae under this Agreement, (2) shall provide to Fxxxxx Mae an opinion of counsel acceptable to Fxxxxx Mxx to the effect that the assumption of this Agreement has been duly authorized, executed and delivered by such assignee, this Agreement is the valid and binding agreement of such assi...
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Related to Assignment by MuniMae

  • Assignment by Owner 51 Section 12.11

  • Assignment by Seller The Seller shall have the right, upon notice to but without the consent of the Servicer, to assign, in whole or in part (but exclusive of the Servicer’s rights and obligations as owner of the servicing rights relating to the Mortgage Loans), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement. All references to the Seller in this Agreement shall be deemed to include its assignee or designee and any subsequent assignee or designee, specifically including the Trustee.

  • Assignment by Company The Company may assign its rights under this Agreement to an affiliate, and an affiliate may assign its rights under this Agreement to another affiliate of the Company or to the Company; provided, however, that no assignment shall be made if the net worth of the assignee is less than the net worth of the Company at the time of assignment. In the case of any such assignment, the term "Company" when used in a section of this Agreement shall mean the corporation that actually employs the Employee.

  • Assignment by Buyer Buyer shall have the right to assign this Agreement to any third party or parties and no consent on the part of Seller shall be required for such assignment, provided however, that any such assignment shall not relieve Buyer of its liabilities and obligations hereunder.

  • Assignment by Purchaser The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.

  • Assignment by Issuer The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables and/or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Indenture Trustee.

  • Assignment by Lessee Lessee may transfer or assign its rights and obligations under this Agreement without the consent of Operator but shall deliver to Operator written notice of such transfer or assignment not less than ten (10) days prior to the effective date thereof; provided, however, in the event of the assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement within 15 days after receipt of written notice of such assignment, which termination will be effective within 30 days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel.

  • Assignment by Depositor Concurrently with the execution of this Agreement, the Depositor shall assign its interest under this Agreement with respect to the Mortgage Loans to the Trustee, and the Trustee then shall succeed to all rights of the Depositor under this Agreement. All references to the rights of the Depositor in this Agreement shall be deemed to be for the benefit of and exercisable by its assignee or designee, specifically including the Trustee.

  • Assignment by Lessor The terms and conditions of each Schedule have been fixed by Lessor in order to permit Lessor to sell and/or assign or transfer its interest or grant a security interest in each Schedule and/or the Equipment to a Secured Party or Assignee. In that event, the term Lessor will mean the Assignee and any Secured Party. However, any assignment, sale, or other transfer by Lessor will not relieve Lessor of its obligations to Lessee and will not materially change Lessee's duties or materially increase the burdens or risks imposed on Lessee. The Lessee consents to and will acknowledge such assignments in a written notice given to Lessee. Lessee also agrees that: (a) The Secured Party will be entitled to exercise all of Lessor's rights, but will not be obligated to perform any of the obligations of Lessor. The Secured Party will not disturb Lessee's quiet and peaceful possession and unrestricted use of the Equipment so long as Lessee is not in default and the Secured Party continues to receive all Rent payable under the Schedule; and (b) Lessee will pay all Rent and all other amounts payable to the Secured Party, despite any defense or claim which it has against Lessor. Lessee reserves its right to have recourse directly against Lessor for any defense or claim; (c) Subject to and without impairment of Lessee's leasehold rights in the Equipment, Lessee holds the Equipment for the Secured Party to the extent of the Secured Party's rights in that Equipment.

  • Assignment by Lender Lender's rights under this agreement may be assigned in connection with any assignment or transfer of any senior debt.

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