Assignment of Agreement or Claim Sample Clauses

Assignment of Agreement or Claim. (a) Each Seller agrees that it will not sell, transfer, assign or otherwise dispose of all or any part of the Seller Debt or any notes, instruments or agreements evidencing such Seller Debt or any of its interest in any of the foregoing, unless, prior to any such sale, transfer, assignment or other disposition, the applicable purchaser or transferee shall agree, in writing, to be bound by the terms of this Agreement; provided, that Seller may freely transfer any Seller Debt with respect to which the transferee has waived all rights to any cross-collateralization to the Trust Collateral. (b) The Trust agrees that it will not sell, transfer, assign or otherwise dispose of all or any part of the Trust Debt or any notes, instruments or agreements evidencing such Trust Debt or any of its interest in any of the foregoing, unless, prior to any such sale, transfer, assignment or other disposition, the applicable purchaser or transferee shall agree, in writing, to be bound by the terms of this Agreement. Notwithstanding the foregoing, the Sellers acknowledge that the Trust may assign its rights granted hereunder and upon such assignment, such assignee shall have, to the extent of such assignment, all rights of the Trust hereunder and may in turn assign such rights. The Sellers agree that, upon any such assignment, such assignee may enforce directly, without joinder of the Trust, the rights set forth in this Agreement. All such assignees shall be third-party beneficiaries of, and shall be entitled to enforce the Trust’s rights and remedies under, this Agreement to the same extent as if they were parties hereto.
Sample 1Sample 2
AutoNDA by SimpleDocs
Assignment of Agreement or Claim. The Trustee hereto agrees that it will not sell, transfer, assign or otherwise dispose of all or any part of the Senior Notes Obligations, or any notes, instruments or agreements evidencing such Senior Notes Obligations, or any of its interest in any of the foregoing, unless, prior to any such sale, transfer, assignment or other disposition, (i) such purchaser or transferee shall agree, in writing, to be bound by the terms of this Agreement and (ii) any document, instrument or agreement evidencing all or any part of the Senior Notes Obligations, is marked with the following legend: NOTICE: THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A CERTAIN INTERCREDITOR AGREEMENT, DATED AS OF JULY 23, 1999, BETWEEN HARRXX TRUST COMPANY OF NEW YORK, AS TRUSTEE AND HOLDERS REPRESENTATIVE ON BEHALF OF ITSELF AND CERTAIN OTHER HOLDERS OF THE SENIOR SECURED NOTES AND THE CIT GROUP/BUSINESS CREDIT, INC., AS ADMINISTRATIVE AGENT ON BEHALF OF ITSELF AND THE LENDERS.
Sample 1

Related to Assignment of Agreement or Claim

  • Amendment or Assignment of Agreement Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.

  • Assignment of Agreement The following conditions must be satisfied in order to effectuate any assignment of this Agreement: (i) This Agreement may only be transferred through a book entry system maintained by Principal Life, or an agent designated by it, within the meaning of Temporary Treasury Regulations Section 5f.103-1(c) and Treasury Regulations Section 1.871-14(c)(1)(i). (ii) The Agreement Holder, and any assignee, must comply with applicable securities laws. (iii) Principal Life has consented in writing to the proposed assignment, such consent not to be unreasonably withheld. (iv) Principal Life shall have received from the proposed assignee a duly executed certificate containing, in substance, the information, representations, warranties, acknowledgments and agreements set forth in this Agreement. Any attempted sale, transfer, anticipation, assignment, hypothecation, or alienation not in accordance with this Section 6 shall be void and of no effect. Until such time, if any, as Principal Life has consented in writing to a proposed assignment, Principal Life shall not be obligated to make any payments to or at the direction of anyone other than the person shown on Principal Life’s books and records as the Agreement Holder. Once the foregoing conditions have been satisfied with respect to an assignment, the assignee or its successor shall be deemed to be the sole Agreement Holder for all purposes of this Agreement and Principal Life shall promptly amend its records to reflect the assignee’s status as Agreement Holder.

  • Assignment of Agreements Each applicable Borrower shall have executed and delivered to Lender the Assignments of Agreements, and the Assignments of Agreements shall, to the extent prudent pursuant to local practice, have been irrevocably delivered to an authorized title agent for the Title Insurer for such recordation in the appropriate filing offices in the jurisdiction in which the applicable Individual Property is located.

  • Non-Assignment of Agreement The Grantee may not assign, sublicense or otherwise transfer its rights, duties or obligations under this Agreement without the prior written consent of the Division, which shall not unreasonably be withheld. The agreement transferee must demonstrate compliance with the requirements of the project. If the Division approves a transfer of the Grantee’s obligations, the Grantee shall remain liable for all work performed and all expenses incurred in connection with this Agreement. In the event the Legislature transfers the rights, duties and obligations of the Division to another governmental entity, pursuant to Section 20.06, Florida Statutes or otherwise, the rights, duties and obligations under this Agreement shall be transferred to the succeeding governmental agency as if it was the original party to this Agreement.

  • Assignment of the Agreement This Agreement and the rights hereunder may be assigned by FirstLink to any majority-owned subsidiary of FirstLink or to an affiliate or party acquiring all or substantially all of the assets of FirstLink upon prior written consent of Owner. Such consent shall not be unreasonably withheld. Alternatively, the Agreement may be assigned by FirstLink to any FirstLink subsidiary so long as FirstLink agrees in writing that it shall remain liable for all obligations arising under this Agreement. FirstLink may also assign this Agreement to any party providing financing to FirstLink; provided that such assignment shall not relieve FirstLink from its obligations hereunder. In connection with a sale or disposition of the Properties, Owner shall request FirstLink's written consent to assign this Agreement and shall require any subsequent owner of the Properties to assume this Agreement and the rights and obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties to this Agreement.

  • Assignment of Rights Borrower acknowledges and understands that Agent or Lender may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”). After such assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by Agent or Lender shall relieve Borrower of any of its obligations hereunder. Lender agrees that in the event of any transfer by it of the Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon.

  • Amendment or Termination of Agreement This Agreement may be changed or terminated only upon the mutual written consent of the Company and Executive. The written consent of the Company to a change or termination of this Agreement must be signed by an executive officer of the Company after such change or termination has been approved by the Board.

  • Assignment and Termination This Agreement shall not be assignable by any party except to successors to all or substantially all of the business of either the Consultant or the Company nor may this Agreement be terminated by either party for any reason whatsoever without the prior written consent of the other party, which consent may not be arbitrarily withheld by the party whose consent is required.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • Assignment of Antitrust Claims As part of the consideration for the award of this Contract, the Contractor assigns to the State all right, title and interest in and to any claims the Contractor now has, or may acquire, under state or federal antitrust laws relating to the products or services which are the subject of this Contract.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!