Assignment; Effect of Certain Dates Sample Clauses

Assignment; Effect of Certain Dates. For value received, without recourse, representation or warranty (except as expressly set forth herein) the Assignor sells and assigns to the Assignee, and the Assignee purchases and assumes from the Assignor, all of the Assignor's right, title and interest in and to, and all of the Assignor's obligations with respect to, the Assigned Share under the Credit Agreement. On the date the Agent has confirmed by telecopy to the Assignor that the Agent has received a fully completed Assignment Execution Form signed by the Assignor and the Assignee (the "Contract Date"), the obligations of the Assignor and the Assignee hereunder shall be irrevocable as between themselves unless and until a party whose consent hereto is required by the Credit Agreement (a "Required Party") gives written notice (as provided in this paragraph) to the Assignor that such Required Party's consent will not be given. Upon its receipt of a fully completed Assignment Execution Form signed by the Assignor and the Assignee, the Agent will send a copy of such Assignment Execution Form to each Required Party, and will request each Required Party either (i) to execute the Assignment Execution Form and redeliver it to the Agent or (ii) to notify the Agent in writing that it will not execute the Assignment Execution Form, in either case prior to 12:00 noon (New York City time) on the Business Day which is two Business Days prior to the Settlement Date (as defined in Section 9 hereof). Any Required Party which has not delivered to the Agent an executed Assignment Execution Form by such time will be deemed not to have consented to the Assignment Execution Form and this Assignment and Assumption will thereupon be null and void; in addition, the Agent will promptly notify the Assignor and the Assignee if it has received a notice from a Required Party that such Required Party's consent will not be given, and this Assignment and Assumption will thereafter be null and void. Once a Required Party has evidenced its consent by delivery to the Agent of its executed Assignment Execution Form, such consent may not be withdrawn, and upon execution and delivery by all Required Parties, it is irrevocably agreed that this Assignment and Assumption will become effective on the Settlement Date and the Agent will change its books and records to reflect this Assignment and Assumption. No (i) failure of any party to settle on the Settlement Date any amount owed hereunder, (ii) dispute respecting settlement, or (iii) ba...
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Assignment; Effect of Certain Dates. For value received, without recourse, representation or warranty (except as expressly set forth herein or in the Loan Agreement) the Assignor sells and assigns to the Assignee, and the Assignee purchases and assumes from the Assignor, all of the Assignor's right, title and interest in and to, and all of the Assignor's obligations with respect to, the applicable Assigned Shares under the Loan Agreement. The Agent shall confirm by telecopy to the Assignor and the Assignee that the Agent has received a fully completed Assignment Execution Form signed by the Assignor and the Assignee on the date that the Agent sends such confirmations, which shall in no event be later than October 29, 1999 (the "Contract Date"), the obligations of the Assignor and the Assignee hereunder shall be irrevocable as between themselves. Upon its receipt of a fully completed Assignment Execution Form signed by the Assignor and the Assignee, the Agent will send a copy of such Assignment Execution Form to the Canadian Borrower. No (i) failure of any party to settle on the Settlement Date any amount owed hereunder, (ii) dispute respecting settlement, or (iii) bankruptcy, insolvency or other condition whatsoever respecting any Person shall in any way impair, reduce or otherwise affect the transfer of the Assigned Shares to the Assignee, and the release of the Assignor, as contemplated by this Assignment and Assumption.
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Assignment; Effect of Certain Dates. For value received, without recourse, representation or warranty (except as expressly set forth herein) the Assignor sells and assigns to the Assignee, and the Assignee purchases and assumes from the Assignor, all of the Assignor's right, title and interest in and to, and all of the Assignor's obligations with respect to 30.0% of the Line of Credit, but in no event more than $15,000,000.00 (the "Assigned Share") under the Financing Agreement. On the date the Agent has confirmed by facsimile to the Assignor that the Agent has received a fully completed Assignment Execution Form signed by the Assignor and the Assignee (the "Contract Date"), the obligations of the Assignor and the Assignee hereunder shall be irrevocable. No (i) failure of any party to settle on the Settlement Date any amount owed hereunder, (ii) dispute respecting settlement or (iii) bankruptcy, insolvency or other condition whatsoever respecting any person shall in any way impair, reduce or otherwise affect the transfer of the Assigned Share to the Assignee, and the release of the Assignor, as contemplated by this Assignment.
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Related to Assignment; Effect of Certain Dates

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Modification of Certain Agreements The Borrower will not, and will not permit any of its Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in,

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.

  • Amendment of Certain Definitions Section. ------------------------------------------

  • Notification of Certain Matters The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

  • Effect of Certain Changes (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits or combinations or exchanges of such shares, the number of shares of Common Stock available for Options and the number of such shares covered by outstanding Options, and the exercise price per share of the outstanding Options, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock: provided, however, that any fractional shares resulting from such adjustment shall be eliminated.

  • Notification of Certain Changes Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directors, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.

  • Modification of Certain Documents No Group Member shall do any of the following:

  • Prior Notice of Certain Events In case:

  • Notice of Certain Matters Give Agent written notice of the following promptly after any executive officer of Borrower shall become aware of the same:

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