Assignment of Contracts and Warranties Sample Clauses

Assignment of Contracts and Warranties. At the Closing and effective as of the Closing Date, the Seller shall assign to the Buyer all of its rights under the Assigned Contracts. No liabilities under any Contract shall be included as Assumed Liabilities except and unless as expressly provided in Section 2.4. Seller and the Principal Owners shall advise Buyer promptly in writing with respect to any Contract under which it knows or has reason to believe it will not receive the required consent. Seller and the Principal Owners shall take all actions reasonably requested by Buyer and cooperate with Buyer to obtain any new Contract (if necessary) on substantially similar terms and conditions as those under the existing Contract and/or to provide the economic benefit of such Contract to Buyer. Notwithstanding the foregoing, and without affecting the Buyer’s closing conditions hereunder, to the extent that any Assigned Contracts cannot be assigned to the Buyer at the Closing Date, the Seller shall maintain such Contracts in effect and, as agent for Buyer, the performance obligations of the Seller, as the case may be, thereunder shall be deemed to be subleased or subcontracted to the Buyer until such Assigned Contract has been assigned. Seller shall (i) use all Commercially Reasonable Efforts to obtain all necessary consents, (ii) cooperate with the Buyer in any arrangement designed to provide to the Buyer the benefits (including the exercise of rights) under any such Assigned Contracts that Buyer designates that it wishes to be assigned, including enforcement for the benefit of the Buyer of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise, (iii) hold all monies paid thereunder in trust for the account of the Buyer (unless otherwise agreed to in this Agreement), and (iv) remit all such money without set-off of any kind whatsoever to the Buyer as promptly as possible (unless otherwise agreed to in this Agreement).
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Assignment of Contracts and Warranties. Each Seller assigns to the Buyer effective from and after the Closing all right, title and interest of each Seller and its Affiliates in, to and under the Contracts. Notwithstanding the foregoing, no Contract shall be assigned contrary to law or the terms of such Contract and, with respect to Contracts that cannot be assigned to the Buyer, the performance obligations of the applicable Seller thereunder shall, unless not permitted by such Contract, be deemed to be subleased or subcontracted to the Buyer until such Contract has been assigned. The Buyer shall reasonably assist each Seller in obtaining any necessary approvals to such subleases and subcontracts. The Buyer shall take all necessary actions to perform and complete all Contracts in accordance with their terms if neither assignment, subleasing nor subcontracting is permitted by the other party, and each Seller shall pay over to the Buyer any amounts received by such Seller after the Closing Date as a result of performance by the Buyer of such Contracts; PROVIDED; HOWEVER, to the extent any such Contract is a Key Contract, nothing set forth herein shall require the Buyer to assume any obligation of any of the Sellers under such Key Contract until the consent to assignment with respect thereto has been obtained unless the 38
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Assignment of Contracts and Warranties. At the Closing and effective as of the Closing Date, the Seller shall assign to the Buyer all of its rights under the Contracts. Notwithstanding the foregoing, no Contract shall be assigned contrary to law or the terms of such Contract and, with respect to Contracts that cannot be assigned to the Buyer at the Closing Date, the performance obligations of the Seller thereunder shall, unless not permitted by such Contract, be deemed to be subleased or subcontracted to the Buyer until such Contract has been assigned. The Seller shall (a) use its best efforts to obtain all necessary consents, (b) cooperate with the Buyer in any arrangement designed to provide to the Buyer the benefits (including the exercise of the Seller's rights) under any such Contracts, including enforcement for the benefit of the Buyer (and at the Buyer's expense) of any and all rights of the Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise, (c) hold all monies paid thereunder in trust for the account of the Buyer and (d) remit such money to the Buyer as promptly as possible.
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Assignment of Contracts and Warranties. Notwithstanding anything contained herein to the contrary, no Assumed Contract shall be assigned contrary to law or the terms of such Assumed Contract and, with respect to Assumed Contracts that cannot be assigned to Company at the Closing Date, the performance obligations of Parent thereunder shall, unless not permitted by such Assumed Contract, be deemed to be subleased or subcontracted to Company until such Assumed Contract has been assigned. Parent and Company shall (i) use reasonable efforts to obtain all necessary consents and (ii) cooperate with each other in any arrangement designed to provide to Company the benefits (including the exercise of rights) under any such Assumed Contracts, including enforcement for the benefit of Company (and at Company's expense) of any and all rights of Parent against a third party thereto arising out of the breach or cancellation by such third party or otherwise. Parent shall (i) hold all monies paid thereunder in trust for the account of Company and (ii) remit all such money without set-off of any kind whatsoever to Company as promptly as possible. Company shall indemnify Parent with respect to any obligations or liabilities under or respect to any of such Assumed Contracts.
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Assignment of Contracts and Warranties. At the Closing -------------------------------------- and effective as of the Closing Date, the Seller shall assign to the Buyer all its rights under the Contracts. Notwithstanding the foregoing, no Contract shall be assigned contrary to law or the terms of such Contract and, with respect to Contracts that cannot be assigned to the Buyer at the Closing Date, the performance obligations of the Seller thereunder shall, unless not permitted by such Contract, be deemed to be subleased or subcontracted to the Buyer until such Contract has been assigned. The Buyer shall assist the Seller in obtaining any necessary approvals to such subleases and subcontracts. The Seller shall use its best efforts to assist the Buyer in obtaining all necessary consents and the Buyer shall take all necessary actions to perform and complete all Contracts in accordance with their terms if neither assignment, subleasing nor subcontracting is permitted by the other party, and the Seller shall pay over to the Buyer any amounts received by the Seller after the Closing Date as a result of performance by the Buyer of such Contracts.
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Assignment of Contracts and Warranties. THIS ASSIGNMENT OF CONTRACTS AND WARRANTIES (this “Assignment”) is made and entered into as of this _____ day of ______________, 2010, by and between Shops at Sycamore Creek, LLC, a California limited liability company (“Assignor”), and Retail Opportunity Investments Corp., a Delaware corporation (“Assignee”).
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Assignment of Contracts and Warranties. At the Closing, Seller shall assign to Purchaser (including taking all steps necessary to effect such assignment), pursuant to instrument in form acceptable to Purchaser, (i) all warranties and guaranties to be provided under that certain Construction Contract (the “Construction Agreement”), to be entered into by and between Seller, as owner, and Glacier Construction Management, LLC, an Arizona limited liability company (“Contractor”), as general contractor, covering the construction of the Improvements, and (ii) all warranties and guaranties under all architectural, engineering, and other contracts relating to the construction of the Improvements. Additionally, at the Closing, Seller shall cause Contractor to assign to Purchaser, pursuant to instrument in form acceptable to Purchaser, all assignable construction warranties under the subcontracts entered into by Contractor with respect to construction of the Improvements and all assignable warranties applicable to materials, appliances and equipment installed in the Improvements. A copy of the fully executed Construction Agreement will be provided by Seller to Purchaser not later than June 30, 2015, at which time the parties shall amend this Agreement to incorporate the Construction Agreement herein.
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Assignment of Contracts and Warranties. THIS ASSIGNMENT OF CONTRACTS AND WARRANTIES (this "Assignment") is made and entered into as of this _____ day of ______________, 20___, by and between ____________, a(n) ________________________ ("Assignor"), and Retail Opportunity Investments Corp., a Delaware corporation ("Assignee").
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Assignment of Contracts and Warranties. THIS ASSIGNMENT OF CONTRACTS AND WARRANTIES (this “Assignment”) is made and entered into as of this _____ day of ______________, 20___, by and between Corniche Development, Inc., a Washington corporation (“Assignor”), and Retail Opportunity Investments Corp., a Delaware corporation (“Assignee”).
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Related to Assignment of Contracts and Warranties

  • Assignment of Contract A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

  • Assigned Contracts Each Credit Party will secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract and to enforce the security interests granted hereunder. Each Credit Party shall fully perform all of its obligations under each of its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Such Credit Party shall notify Agent in writing, promptly after such Credit Party becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its Assigned Contracts. If an Event of Default then exists, Agent may, and at the direction of Required Lenders shall, directly enforce such right in its own or such Credit Party’s name and may enter into such settlements or other agreements with respect thereto as Agent shall determine. In any suit, proceeding or action brought by Agent under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Credit Parities shall indemnify and hold Agent and Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by such Credit Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Credit Parties to or in favor of such obligor or its successors, except for such expenses, damages or losses resulting from Agent’s or any Lender’s gross negligence or willful misconduct. All such obligations of the Credit Parties shall be and remain enforceable only against the Credit Parties and shall not be enforceable against Agent or Lender. Notwithstanding any provision hereof to the contrary, the Credit Parties shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and Agent’s exercise of any of its rights with respect to the Collateral shall not release the Credit Parties from any of such duties and obligations. Neither Agent nor any Lender shall be obligated to perform or fulfill any of any Credit Party’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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