Assignment by the Buyer Sample Clauses
The 'Assignment by the Buyer' clause defines whether and how the buyer may transfer their rights or obligations under the contract to another party. Typically, this clause will specify if the buyer needs the seller's consent before assigning the contract, or it may outline exceptions where assignment is permitted, such as to an affiliate or in connection with a merger. Its core function is to control and clarify the circumstances under which contractual rights and duties can be shifted, thereby protecting the seller from unexpected changes in the party responsible for performance or payment.
POPULAR SAMPLE Copied 3 times
Assignment by the Buyer. The Buyer may not assign the benefit of this Contract except to any bank which finances the Buyer’s purchase of the Vessel. Where the Buyer wishes to assign the benefit of this Contract to any other party, it shall obtain prior written consent of the Builder (such consent not to be unreasonably withheld). In any event, the Buyer shall not assign the benefit of this Contract in part. In the event of any assignment pursuant to the terms of this Contract, the Assignee, its successors and assigns shall succeed to all of the rights and obligations of the Buyer hereinunder. However, in the case of assignment, the Buyer shall remain responsible for performance by the assignee, its successor and assigns of all the Buyer’s obligations, liabilities and responsibilities under this Contract. It is understood that any expenses or charges incurred by the transfer of this Contract shall be for the account of the Buyer.
Assignment by the Buyer. Should the Buyer seek to assign the benefit of the Call Off Contract in accordance with its terms, the Buyer will procure that the proposed assignee agrees to execute a form of assignment directly with Oracle (in a form reasonably specified by Oracle) and agrees to abide by the terms of the Call Off Contract and accepts a liability to pay for the Services ordered in accordance with the provisions of the Call Off Contract.
Assignment by the Buyer. The Buyer will be entitled to assign its rights under this Agreement at any time to an entity that results from any merger, consolidation, or acquisition of the Buyer or acquires substantially all the assets of the Buyer if the following conditions are met:
(i) the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller, agreeing to assume all of the Buyer’s obligations and comply with all applicable terms and conditions under this Agreement;
(ii) at the time and immediately following the consummation of the merger, consolidation or sale, there exists with respect to the surviving or acquiring entity no basis for a Termination Event or a termination event;
(iii) immediately following the consummation of such sale, merger or consolidation, the surviving or acquiring entity holds an Operating Certificate or Operations Specifications issued by the FAA;
(iv) the surviving entity intends to operate the Buyer’s assets for the purpose of providing passenger air transport; and
(v) following the sale, merger or consolidation, the surviving or acquiring entity is in a financial condition at least equal to that of the Buyer immediately prior to the closing of the sale, merger or consolidation.
Assignment by the Buyer. The Buyer will not be entitled to assign its rights under this Agreement except to an entity that results from any merger, consolidation, or acquisition of the Buyer or acquires substantially all the assets of the Buyer and provided that the Seller receives prior written notice and the following conditions are met:
(i) the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller, agreeing to assume all of the Buyer’s obligations and comply with all applicable terms and conditions under this Agreement;
(ii) at the time and immediately following the consummation of the merger, consolidation or sale, there exists with respect to the surviving or acquiring entity no basis for a Termination Event or a termination event;
(iii) immediately following the consummation of such sale, merger or consolidation, the surviving or acquiring entity holds an Operating Certificate or Operations Specifications issued by the FAA or EASA, as applicable;
(iv) the surviving entity intends to operate the Buyer’s assets for the purpose of providing passenger air transport and a Buyer under this Agreement shall be an airline holding an operating certificate issued by EASA or the FAA at the time, and immediately following the consummation, of such merger, consolidation, or acquisition;
(v) following the sale, merger or consolidation, the surviving or acquiring entity is in a financial condition at least equal to that of the Buyer immediately prior to the closing of the sale, merger or consolidation;
Assignment by the Buyer. The Buyer shall have free and unrestricted use of the Mortgage Loans and may engage in financing, repurchase, purchase and sale, sale, or similar transactions with the Mortgage Loans and otherwise pledge, repledge, transfer, hypothecate or rehypothecate the Mortgage Loans and all rights of the Buyer under the Master Repurchase Agreement (and this Custodial Agreement) to any assignee designated by the Buyer (each, an “Assignee”). The Seller hereby irrevocably consents to any such assignment. Upon receipt of written notice to the Custodian of any such assignment in the form attached hereto as Annex 10, the Custodian shall ▇▇▇▇ its records to reflect the pledge or assignment of the Mortgage Loans by the Buyer to the Assignee. The Custodian’s records shall reflect the pledge or assignment of the Mortgage Loans by the Buyer to the Assignee until such time as the Custodian receives written instructions from the Buyer with consent from the Assignee that the Mortgage Loans are no longer pledged or assigned by the Buyer to the Assignee, at which time the Custodian shall change its records to reflect the release of the pledge or assignment of the Mortgage Loans, and that the Custodian is holding the Mortgage Loans, as custodian for, and for the benefit of, the Buyer. If the Buyer has notified the Custodian in writing of such assignment or pledge by delivery to the Custodian of a written notice in the form of Annex 10 hereto, then, upon delivery of notice in the form of Annex 14 by Assignee to the Custodian of the Buyer’s default, Assignee may, subject to any limitations in any agreement between Assignee and the Buyer, (i) require Custodian to act with respect to the related Mortgage Loans solely in the capacity of custodian for, and bailee of, Assignee, but nevertheless subject to and only in accordance with the terms of this Custodial Agreement, (ii) require Custodian to hold such Mortgage Loans for the exclusive use and benefit of Assignee, and (iii) assume the rights of the Buyer under this Agreement to furnish instructions to the Custodian as to the disposition of such Mortgage Loans and such rights shall be exercisable solely by Assignee. In addition, within three (3) Business Days of receipt of such notice to the Custodian in the form of Annex 14 and receipt by the Custodian of the Trust Receipt from the Assignee, the Custodian shall deliver, in accordance with the written instructions of the Assignee, a Trust Receipt issued in the name of the Assignee and to ...
Assignment by the Buyer. Concurrently with the execution of this Agreement, the Buyer shall assign all of its rights and obligations under this Agreement to National Metal Technologies, Inc., a California corporation, a subsidiary of I-PAC Manufacturing, Inc.
Assignment by the Buyer. The Buyer may, without the prior written consent of the Seller, assign, transfer or novate its right, title or interest in this agreement at any time if:
(a) the transferee is an entity which is wholly owned by or is an agency of the State of New South Wales; or
(b) the transfer is in connection with any reform, restructure or privatisation of the Buyer, and the Seller must, at the written request of the Buyer, do all things, and execute all documents, reasonably necessary to effect the transfer.
Assignment by the Buyer. The parties agree that the covenants of Seller not to compete contained in this Section 5.1 may be assigned by the Buyer to any Person to whom may be transferred the Shares or the Business of the BabyCare Companies by the sale or transfer of their business and assets or otherwise. It is the parties’ intention that these covenants of the Seller shall inure to the benefit of any Person that may succeed to the Business of the BabyCare Companies (as acquired by the Buyer under this Agreement) with the same force and effect as if these covenants were made directly with such successor.