ASSIGNMENT BY OPTIONEE Sample Clauses

ASSIGNMENT BY OPTIONEE. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. The Optionee may, upon the prior written approval of Optionor, which approval shall not be unreasonably withheld or delayed, assign its interest in this Agreement to any third party that is not affiliated with Optionee at any time, provided that the assignee agrees in writing to assume all the obligations of Optionee, and Optionee Parent under this Agreement. Upon such assignment, or an assignment to an affiliate (as described below), Optionee shall have no further obligations or liabilities under this Agreement. Notwithstanding the foregoing, at any time, and without the consent of Optionor, Optionee may assign this Agreement: (a) to one or more of its affiliates upon the affiliate assuming all of Optionee's obligations under this Agreement (affiliate meaning any entity which directly or indirectly controls or is controlled by, or under common control with, Optionee); (b) in connection with a pledge by Optionee for financing purposes; (c) in connection with a corporate merger or reorganization involving Optionee or any affiliate; (d) in connection with a Going Public Transaction; (e) in connection with a sale of all or substantially all of Optionee's assets; or (f) to a third party that is technically and financially capable of performing Optionee's obligations under this Agreement. 11. INDEMNIFICATION
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ASSIGNMENT BY OPTIONEE. 24 17. REMEDIES................................................................25 18.
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ASSIGNMENT BY OPTIONEE. (a) Subject to the terms and provisions of the Loan Documents, Optionee may freely assign all or a portion of its rights under (i) the Option and (ii) this Agreement by assignment either before or after the exercise of the Option. Upon any such assignment, the assignee shall have all the rights and obligations of Optionee hereunder and Optionee shall thereupon, automatically and without the execution of further instruments or documents, be relieved and released of and from all of Optionee's obligations hereunder and under the Master Lease. (b) A condition to the effectiveness of any assignment is that (i) the assignee shall assume the obligations of the assignor under this Agreement and (ii) the assigning party shall give the other party notice of such assignment, together with a fully executed counterpart of the instrument of assignment and assumption executed by the assigning party and its assignee.
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ASSIGNMENT BY OPTIONEE. 10.1. The Optionee may not assign the Option and its rights under this Agreement without the written consent of the Optionor, such consent not to be unreasonably withheld.
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ASSIGNMENT BY OPTIONEE. Nothing in this Option to Lease Option shall be construed to prevent Optionee from assigning the Optionee’s rights under this Agreement and any related documents back to the Optionor or Optionor’s designated LLC.
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ASSIGNMENT BY OPTIONEE. 16 11. INDEMNIFICATION..................................................... 16 11.1
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ASSIGNMENT BY OPTIONEE. Optionee may not, voluntarily or by operation of law, assign or otherwise transfer any of its rights or obligations under this Agreement without obtaining the prior written consent of Owner, which consent may be withheld by Owner in its sole, arbitrary and absolute discretion. Any attempted assignment made in violation of this provision shall be null and void. Notwithstanding the foregoing, Optionee may assign this Agreement to (i) a wholly-owned subsidiary of Optionee or (ii) to a trust to be established pursuant to guidelines of the United States Bureau of Indian Affairs solely for the benefit of the Jamul Mission Indian Tribe, provided that Optionee gives Owner prior written notice of such assignment and the assignee assumes all of Optionee's obligations under this Agreement in a written assignment and assumption agreement in favor of and acceptable to Owner.
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Related to ASSIGNMENT BY OPTIONEE

  • Assignment by Owner 51 Section 12.11

  • 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 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 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 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 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 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 Executive This Agreement shall inure to the benefit of and be enforceable by the Executive's executor and/or administrators, heirs, devisees, and legatees. If the Executive should die while any amount would be payable to Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's estate. Executive's rights hereunder shall not otherwise be assignable.

  • 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.

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