Assignment of Certain Agreements. Assignment of Collateral Management Agreement 210 Schedule 1 List of Collateral Obligations Schedule 2 S&P Industry Classifications Schedule 3 Xxxxx’x Rating Definitions Schedule 4 S&P Recovery Rate Tables Schedule 5 Xxxxx’x Equivalent Diversity Score Classification Exhibit A Forms of Secured Note Exhibit B Forms of Transfer and Exchange Certificates B-1 Form of Transferor Certificate for Transfer to Regulation S Global Note B-2 Form of Transferor Certificate for Transfer to Rule 144A Global Note or Certificated Note B-3 Form of Transferee Certificate Exhibit C Form of Note Owner Certificate Exhibit D Form of Weighted Average S&P Recovery Rate Notice Exhibit E Form of Notice of Purchase or Substitution Exhibit F Form of Account Agreement This INDENTURE AND SECURITY AGREEMENT, dated as of December 16, 2020, by and between OWL ROCK TECHNOLOGY FINANCING 2020-1, an exempted company incorporated with limited liability under the laws of the Cayman Islands (together with its permitted successors and assigns, the “Issuer”), OWL ROCK TECHNOLOGY FINANCING 2020-1 LLC, a limited liability company organized under the laws of the State of Delaware (together with its permitted successors and assigns, the “Co-Issuer” and together with the Issuer, the “Issuers”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).
Assignment of Certain Agreements. Notwithstanding anything to the contrary herein and subject to the Ancillary Agreements and to Section 2.02(g) hereof and if required under the circumstances, (i) Remainco shall assign to New News Corporation (or its Subsidiaries) all of its right, title and interest under the agreements comprising Separated Assets, and (ii) New News Corporation shall assign to Remainco (or its Subsidiaries) all of its right, title and interest under the agreements comprising Remainco Assets, and each Party shall execute and deliver any and all instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge of the other Party from its respective obligations with respect to such agreements; provided, however, that no Party shall be required to assign any Contract or any claim, right or benefit arising thereunder or resulting therefrom if an attempted or actual assignment thereof, without a Governmental Approval or the Consent of a third party thereto, would constitute a breach or other contravention thereof, violate Law or in any way adversely affect the rights of Remainco or New News Corporation thereunder. With respect to any such Contract or any claim, right or benefit arising thereunder or resulting therefrom, Remainco or New News Corporation, as the case may be, will use its commercially reasonable efforts to obtain the Governmental Approval or Consent, as applicable, of the other parties to any such Contract for the assignment thereof to New News Corporation or Remainco, as the case may be. If such Governmental Approval or Consent is not obtained, or if an attempted or actual assignment thereof would be ineffective or would materially adversely affect (in the sole discretion of Remainco) the rights of Remainco or New News Corporation, as the case may be, thereunder so that New News Corporation or Remainco, as the case may be, would not in fact receive all such rights, Remainco and New News Corporation will cooperate in a mutually agreeable arrangement under which New News Corporation or Remainco, as the case may be, would obtain substantially the same economic benefits that would be obtained under an assignment thereof and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to New News Corporation or Remainco, as the case may be, or under which Remainco or New News Corporation, as the case may be, would enforce for the benefit of New News C...
Assignment of Certain Agreements. Subject to the Ancillary Agreements and to Section 2.3(g) hereof, (i) ADP shall assign to Broadridge all of its right, title and interest under the agreements comprising Broadridge Assets, as set forth on Schedule 2.3(c)(i) attached hereto, and (ii) Broadridge shall assign to ADP all of its right, title and interest under the agreements comprising ADP Assets, as set forth on Schedule 2.3(c)(ii) attached hereto, and each Party shall execute and deliver any and all instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge of the other Party from its respective obligations with respect to such agreements.
Assignment of Certain Agreements. Subject to the Ancillary Agreements and to Section 2.03(g) hereof, (i) AXP shall assign to Ameriprise all of its right, title and interest under the agreements comprising Ameriprise Assets, as set forth on Schedule 2.03(c)(i) attached hereto, and (ii) Ameriprise shall assign to AXP all of its right, title and interest under the agreements comprising AXP Assets, as set forth on Schedule 2.03(c)(ii) attached hereto, and each Party shall execute and deliver any and all instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge of the other Party from its respective obligations with respect to such agreements.
Assignment of Certain Agreements. Tenneco and Packaging each shall use its commercially reasonable efforts to cause the Newport News License and the El Paso License to be assigned to Tenneco.
Assignment of Certain Agreements. At AVEO’s option, within [**] days of the effective date of termination, Schering-Plough shall assign to AVEO, and AVEO shall assume, all of Schering-Plough’s rights and obligations under the AVEO Third Party Agreements assigned to Schering-Plough pursuant to Section 4.7(b). Each of AVEO and Schering-Plough hereby agree to execute all documents and reasonably cooperate with each other in order to effectuate the foregoing.
Assignment of Certain Agreements. Subject to the Ancillary Agreements and to Section 5.01(f) hereof, (i) EWS shall or shall cause members of its Group to, assign to SNI all of its right, title and interest under the agreements comprising SNI Assets, as set forth on Schedule 5.01(c)(i) attached hereto, and (ii) SNI shall or shall cause members of its Group to, assign to EWS all of its right, title and interest under the agreements comprising EWS Assets, as set forth on Schedule 5.01(c)(ii) attached hereto, and each Party shall or shall cause members of its Group to, execute and deliver any and all instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge of the other Party and the members of its Group from its respective obligations with respect to such agreements.
Assignment of Certain Agreements. (i) IBM shall have consented to -------------------------------- the assignment as of the Closing Date of the Custom Sales Agreement between Onex and IBM, as amended, to Merger Sub; (ii) Tensilica shall have consented to the assignment as of the Closing Date of the Time-Based License Agreement between Onex and Tensilica, as amended, to Merger Sub; and (iii) Washington University shall have consented to the assignment as of the Closing Date of the License Agreement between Onex and Washington University, as amended, to Merger Sub.
Assignment of Certain Agreements. As soon as possible after Closing, but in no event later than June 15, 2011, HTC shall effect the assignment and transfer to Buyer or a Subsidiary of Buyer of each of the following agreements: (i) that certain Acknowledgment and Agreement, dated as of March 18, 2010, by and between Bloomberg Finance L.P. and HTC; (ii) that certain Lease Agreement for the stamp machine, dated as of January 4, 2010, by and between Pitney Xxxxx Global Financial Services LLC and HTC; and (iii) that certain Agreement, dated as of December 16, 2009, by and between VMware, Inc. and HTC. Each of HTC and Buyer shall execute and deliver an assignment and assumption agreement with respect to each of such agreements as soon as reasonably practicable once all necessary consents have been received to effectuate such assignments.
(i) Section 7.2 of the Agreement is hereby amended and restated in its entirety to read as follows:
Assignment of Certain Agreements. Effective as of the Closing, Seller hereby assigns all of its rights, title and interest in an to each of the agreements referenced on Schedule 8.3 to the Company (the “Assigned Agreements”), and Seller agrees, from time to time on or after the date hereof, upon the reasonable request of the Company or Buyer, to execute and deliver to the Company or Buyer such further documents or instruments of assignment or transfer in order to more effectively transfer its rights to the Assigned Agreements to Company.
