Assignment by Xxxxxx. This Guaranty is assignable by Lender in whole or in part in conjunction with any assignment of the Note or portions thereof, and any assignment hereof or any transfer or assignment of the Note or portions thereof by Lender shall operate to vest in any such assignee the rights and powers, in whole or in part, as appropriate, herein conferred upon and granted to Lender.
Assignment by Xxxxxx. To the extent necessary, Parent hereby assigns, or shall cause an applicable member of the Parent Group to assign, to SpinCo or another member of the SpinCo Group, as designated by SpinCo, all Individual Agreements, with such assignment to be effective as of no later than the Effective Time; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the SpinCo Group shall be considered to be a successor to each member of the Parent Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the SpinCo Group shall enjoy all the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary).
Assignment by Xxxxxx. Vendor may not assign this MSA, including by operation of law or in the event of a change of control, without the consent of USAC which may be granted or withheld in USAC’s sole discretion. Vendor will request such consent in writing and in such request shall include the identity and qualifications of the proposed assignee and documentation that the proposed assignee has a demonstrated history of providing excellent services within such scope and no irremediable conflicts.
Assignment by Xxxxxx. (a) Lessee acknowledges that Xxxxxx has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee that would result in a Change in Control of Lessee, whether by operation of Law or otherwise, without the prior written consent of Xxxxxx. At the time of any assignment of this Lease which is approved by Xxxxxx, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Xxxxxx. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment.
(b) Notwithstanding anything to the contrary contained in Section 14.02(a) and provided that no Event of Default has occurred and is continuing, and no condition shall exist which upon the giving of notice or the passage of time, or both, would constitute an Event of Default, at the time of the proposed assignment or other transfer, and provided further that any assignee agrees to assume all of Lessee’s obligations under this Lease by written agreement approved by Lessor, Lessee shall have the right to assign or otherwise transfer all, but not less than all, of its interest in, to and under this Lease without Xxxxxx’s consent to (i) an Affiliate of Lessee, or (ii) a Qualified Operator. A “Qualified Operator” shall mean a Person who: (x) for two (2) consecutive years immediately prior to the date of assignment or transfer and (y) on a proforma basis following the consummation of such assignment or transfer (all as determined by Lessor upon review of financial statements provided by the assignee prior to the proposed lease assignment and in a form reasonably satisfactory to Lessor), (A) has a CFCCR (defined in Section 4.08 above) of at least 3.0x; (B) generates EBITDA (defined in Section 4.08 above) of at least $65,000,000; and (C) has a Funded Debt (defined in Section 4.08 above) to EBITDA (defined in Section 4.08 above) ratio that ...
Assignment by Xxxxxx. Atmail may assign, transfer, novate, dispose of, declare a trust over or otherwise create an interest in its rights (or any part thereof) under this agreement at any time and the Customer hereby consents to Atmail transferring, disclosing or otherwise dealing with the Customer and its End User’s Personal Information and User Content for the purpose of effecting the assignment, novation or other transfer of rights under this clause.
Assignment by Xxxxxx. In connection with the assignment or transfer of an interest in the Loan, Lender may from time to time, without notice to any Guarantor, assign or transfer any interest in any of the Liabilities by loan participation or otherwise, and notwithstanding such assignment or transfer, such Liabilities will remain Liabilities for purposes of this Guaranty and each assignee or transferee of any interest in any of the Liabilities and this Guaranty will, to the extent of such interest, be entitled to the benefits of this Guaranty to the same extent as if such assignee or transferee were Lender.
Assignment by Xxxxxx. Subject to the terms of Section 18.8 of the Credit Agreement, this Guaranty is assignable by Lender in whole or in part in conjunction with any assignment of the Note or portions thereof, and any such assignment hereof or any transfer or assignment of the Note or portions thereof by Lender shall operate to vest in any such assignee the rights and powers, in whole or in part, as appropriate, herein conferred upon and granted to Lender.
Assignment by Xxxxxx. The Lessee agrees not to sell, assign, lease, sublease, pledge or otherwise encumber or suffer a lien or encumbrance upon or against any interest in this Agreement or the Equipment (except for the lien and security interest of the Lessor therein) without the Lessor’s prior written consent which shall not be unreasonably withheld. The Lessee's interest herein may not be assigned or transferred by operation of law.
Assignment by Xxxxxx. The Vendor may, at its discretion, assign or novate its interest in this deed without the consent of the Purchaser. The Purchaser must execute any document reasonably required to give effect to this clause.
Assignment by Xxxxxx. No assignment of Xxxxx’s interest under this Agreement and no assignment of rights in real 167 property obtained for Buyer pursuant to this Agreement shall operate to defeat any of Brokerage’s rights under this Agreement.
