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.
Assignment of Agreements. (a) In connection with the Transfers, MSG and/or its Affiliates shall enter into assignment agreements pursuant to which certain rights and obligations of MSG and/or its Affiliates (in each case, an “MSG Assignor”) will be assigned to, and accepted and assumed by, Spinco and/or its Affiliates (in each case a “Spinco Assignee”), in each case effective at or prior to the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant MSG Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, an “MSG Retained Contract Liability”) and the relevant Spinco Assignee shall be entitled to the benefits of and be responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, a “Spinco Assumed Contract Liability”).
(b) In connection with the Transfers, Spinco and/or its Affiliates shall enter into assignment agreements pursuant to which rights and obligations of Spinco and/or its Affiliates (in each case, an “Spinco Assignor”) will be assigned to, and accepted and assumed by, MSG and/or its Affiliates (in each case an “MSG Assignee”), in each case effective as of the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant Spinco Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, a “Spinco Retained Contract Liability”) and the relevant MSG Assignee shall be entitled to the benefits and responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, an “MSG Assumed Contract Liability”).
Assignment of Agreements. (a) Effective as of the Closing Date, GE Asset Management Incorporated hereby irrevocably assigns all of its right, title, interest, responsibilities and duties, in and under the Agreement to SSGA Funds Management, Inc., with respect to the Funds, and to State Street Global Advisors, with respect to the Accounts.
(b) Effective as of the Closing Date, each of SSGA Funds Management, Inc. and State Street Global Advisors hereby accepts GE Asset Management Incorporated’s assignment of all of its right, title, interest, responsibilities and duties, in and under the Agreement as set forth in paragraph (1) (a) above.
(c) State Street Bank and Trust Company accepts and consents to GE Asset Management Incorporated’s assignment to SSGA Funds Management, Inc. and State Street Global Advisors of all of GE Asset Management Incorporated’s right, title, interest, responsibilities and duties, in and under the Agreement as set forth in paragraph (1) (a) above.
(d) The parties agree that GE Asset Management Incorporated will be relieved from all obligations under the Agreement in respect of any period following the Closing Date, and SSGA Funds Management, Inc., with respect to the Funds, and State Street Global Advisors, with respect to the Accounts, shall have no liability for any obligations or actions of GE Asset Management Incorporated under the Agreement in respect of any period before the Closing Date.
Assignment of Agreements. The Upjohn Institute is responsible for ensuring the most appropriate "match" between proposed activities and funding source. Based on information available at the time of agreement awards, the Upjohn Institute will make assignments of proposed activities to individual funding sources that are determined to be in the best interests of the program.
Assignment of Agreements. (a) As partial security for the Loan, Trustor sells, assigns, transfers, sets over, and delivers to Beneficiary all of Trustor's right, title, and interest in all agreements, permits, and contracts pertaining to the use or operation of the Property, including, but not limited to, environmental impact reports; negative declarations; map approvals; grading and construction permits; conditional use permits; applications for all permits; management agreements; all development rights in the Property that Trustor may now or later acquire (including, without limitation, development rights arising in connection with any action by a governmental entity, including, by way of illustration, but not of limitation, inducement resolutions of county, municipal, or other governmental entities); agreements with contractors, suppliers, and construction managers; and agreements pertaining to the transfer of development rights or permitted floor area under applicable laws or ordinances (collectively, "AGREEMENTS"), as they may be amended or otherwise modified from time to time, including, without limitation, the right of Trustor to terminate any of the Agreements, to perform under them, and to compel performance and otherwise exercise all remedies under them, together with the immediate and continuing right to collect and receive all sums that may become due to Trustor, or which Trustor may now or later become entitled to demand or claim, arising or issuing out of the Agreements, including, without limitation, claims of Trustor for damages arising out of breach of or default under any of the Agreements and all rights of Trustor to receive proceeds of any insurance, indemnity, warranty, or guaranty with respect to any of the Agreements. However, so long as no Event of Default has occurred and is continuing, Trustor will have the right under a license granted to collect and retain all sums that may become payable to Trustor under the Agreements.
(b) Trustor covenants and agrees to punctually observe, perform, and discharge the obligations, terms, covenants, conditions, and warranties to be observed, performed, and discharged by it under the Agreements. Beneficiary, upon an Event of Default, at its option and upon written notice to Trustor, will have the right to declare the assignment in this Section 9.5 to be absolute, ----------- and, in addition, Beneficiary will have the complete right then or later to exercise and enforce all of the rights and remedies provided by law.
(c) ...
Assignment of Agreements. Nothing in this agreement shall be construed as an attempt to assign any agreement or other instrument that by its terms is nonassignable without the consent of the other party.
Assignment of Agreements. Within ten (10) days of the EFFECTIVE DATE, ENTREMED shall notify CMCC and NCI of the sublicense and transfer, respectively, of its rights in PRODUCTS to CELGENE, and shall take all steps necessary or helpful to assign to CELGENE the NCI AGREEMENT, including without limitation requesting consent to assign ENTREMED's obligations and entire right, title, and interest, under such agreement to CELGENE, and upon receipt of the consent of NCI to assign the NCI AGREEMENT, CELGENE will expressly assume all of ENTREMED's duties and obligations thereunder. In the event that ENTREMED is not permitted to assign its rights under the NCI AGREEMENT to CELGENE, ENTREMED's rights in any PATENT RIGHTS or TECHNOLOGY RIGHTS resulting from the NCI AGREEMENT will be included in this Agreement as ENTREMED DEVELOPED PATENT RIGHTS and ENTREMED DEVELOPED TECHNOLOGY RIGHTS, respectively, and will be licensed to CELGENE in accordance with Section 2.2 of this Agreement.
Assignment of Agreements. Except as Set Forth in Schedule 1, it is a condition precedent to Tenant's obligations under this Lease that on the Commencement Date Landlord shall assign to Tenant, by assignment documents in form reasonably acceptable to Landlord and Tenant, all permits, licenses, contracts, warranties and other intangible rights affecting the Property as provided on Exhibit "P". Such assignments shall provide an undertaking of Landlord to indemnify, defend and hold Tenant harmless from and against any damage, claim or other liability arising out of the assigned agreements prior to the Commencement Date, and an undertaking of Tenant to indemnify, defend and hold Landlord harmless from and against any damage, claim or other liability arising out of the assigned agreements following the Commencement Date.
Assignment of Agreements. Each Borrowing Base Entity shall have duly authorized, executed and delivered to Administrative Agent the Assignment of Agreements with respect to the applicable Borrowing Base Property.
