Assignment by Xxxxx. Buyer may freely assign this Order to any third party or affiliate.
Assignment by Xxxxx. Buyer may not at any time, without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, assign, transfer, sell, pledge or encumber this Agreement or its rights hereunder to any Person; provided, however, that Buyer may, without the consent of Seller (i) transfer, sell, pledge, encumber or assign this Agreement or the account, revenues, or proceeds hereof in connection with any financing or other financial arrangements; (ii) transfer or assign this Agreement to (a) an Affiliate of Buyer, provided, that such Affiliate has creditworthiness at the time of such transfer or assignment that is equal to or higher than that of Buyer as of the time of the transfer or assignment, as evidenced by audited financial statements, or (iii) transfer or assign this Agreement to any Person succeeding to all or substantially all of the assets of Buyer whose creditworthiness, such transfer or assignment, is equal to or higher than that of Buyer as of the time of the transfer or assignment, as evidenced by audited financial statements; provided further, however, that in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as Buyer delivers such tax and enforceability assurance as Seller may reasonably request. With respect to any permitted assignment or transfer of this Agreement in compliance with Section 15.2.1 above, the assignee or transferee or successor entity shall assume all of the duties and obligations of Buyer under this Agreement pursuant to an assignment and assumption agreement in which the assignee, transferee or successor entity unconditionally assumes and agrees to be bound by all of the terms and conditions of this Agreement as Buyer and whereby the assignee makes certain additional representations and warranties as appropriate for such assignee that are substantially similar to those contained in Section 12.2. Upon any permitted assignment or transfer by Buyer pursuant to Section 15.2.1, Buyer shall be, without further action by Seller, released and discharged from all obligations under this Agreement arising after the effective date of such assignment or transfer. Xxxxx agrees to compensate Seller for Seller’s reasonable costs and expenses incurred by its use of outside attorneys, consultants, accountants and advisors in connection with this Agreement in response to Buyer’s requests made pursuant to Section 15.2 (including this Section 15.2...
Assignment by Xxxxx. Xxxxx may not assign this Agreement or any part thereof; provided, however, that nothing herein shall preclude one or more beneficiaries of Xxxxx from receiving any amount that may be payable following the occurrence of his legal incompetency or his death and shall not preclude the legal representative of his estate from receiving such amount or from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of the intestacy applicable to his estate.
Assignment by Xxxxx. Buyer may freely assign all or any part of its rights or obligations under this Order to any third party or affiliate.
Assignment by Xxxxx. Xxxxx may not assign any of his rights or obligations under this Agreement or in and to the Licensed Marks without the prior written consent of the Special Committee; provided, however, that nothing herein shall prohibit Xxxxx from: (i) assigning his rights and obligations under this Agreement or the Licensed Marks to a Permitted Transferee who agrees to be bound by the terms and conditions herein; or (ii) assigning his right to receive royalty payments under Sections 5.3 and 5.4 hereof to any third party.
Assignment by Xxxxx. (a) Buyer must not transfer, assign or otherwise convey, directly or indirectly, its interest in the Tenements without first obtaining from any third party assignee a deed in favour of, and in a form reasonably acceptable to, Seller by which:
(i) the assignee covenants to perform Buyer’s and the Tenement Holders’ obligations under this deed, and
(ii) the ultimate parent of Xxxxx agrees to guarantee the obligations of the assignee. This deed is not assignable independently of the Tenements.
(b) Buyer, Parent Guarantor and the Tenement Holders will be relieved of their respective obligations under this deed to the extent their respective obligations are assumed by a third party assignee (or its ultimate parent, in the case of Parent Guarantor) in accordance with paragraph (a).
Assignment by Xxxxx. (a) Buyer shall not assign this Agreement or any interest herein, without the prior written consent of Seller; provided, however, that Seller shall not unreasonably withhold, condition or delay its consent for Buyer to change the Retail Service Address for which the Alternative On-Bill Credits will apply to another eligible Retail Service Address, nor shall Seller unreasonably withhold, condition or delay its consent for Buyer to sell or transfer its interest or a fractional interest in this Agreement to another party with a credit rating that is equivalent or better than Xxxxx’s and who agrees to comply with and assume all provisions under this Agreement (including, for the avoidance of doubt, pricing terms) and meets the requirements under Section 11.3
Assignment by Xxxxx. 117 17.4 Transfer...............................................117 17.5 Reliance on Transfer Certificate.......................118 17.6 Authorisation of Agent.................................119 17.7 Construction of certain references.....................119 17.8 Lending offices........................................119 17.9 Disclosure of information..............................119
Assignment by Xxxxx. Buyer hereby notifies Custodian that Buyer may, subject to the terms and provisions of the Repurchase Agreement, assign, as of the applicable Purchase Date, some or all of its right, title and interest in and to the Purchased Assets to an Eligible Assignee, provided, that no such transaction shall affect the obligations of Buyer to transfer the Purchased Assets to Seller on the applicable Repurchase Dates free and clear of any pledge, Lien, security interest, encumbrance, charge or other adverse claim.
Assignment by Xxxxx. Buyer may assign its interest in and to this Agreement to an entity related to or affiliated with Buyer, or to a third party with Xxxxxx’s prior written consent, but such consent to assignment shall be in Seller’s sole discretion.
