Assignment of Contracts GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.
Assignment of Collateral There is no material collateral securing any Mortgage Loan that has not been assigned to the Purchaser.
ASSIGNMENT AND AMENDMENTS This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act); provided that such termination shall not relieve the Adviser of any liability incurred hereunder. This Agreement may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable.
Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.
Room Assignments A. It is the policy of University to assign roommates without regard to veteran status, race, religion, age, sexual preference, disabilities, or national origin. Generally, Student may request to live with a designated student based on a self-selection process. In this instance, Student preference profiles may be considered by Student but will not be considered by University. If Student does not self-select a room space, University will assign a space to the Student. Alternatively, University may try to match roommates based on Student preference profiles. In any case, University cannot guarantee requested preferences in the room assignment process. University may assign or reassign Student without regard to requested preferences to a specific hall, room or roommate. B. If Student executes multiple contracts for housing accommodations in University-Owned and managed properties for an overlapping academic term, University may terminate the earliest executed contract(s). In such instance, University will email contract termination notice to Student in accordance with Section XVII. C. Students without disabilities may reside in Residence Hall rooms which have been specifically designed to accommodate persons with disabilities. In the event a Residence Hall room is needed to accommodate a person with a disability, Student may be required to relocate to alternate University Campus Housing accommodations. In this instance, University shall pay reasonable moving expenses to relocate occupant(s) to alternate accommodations. In this instance, University shall provide no less than three (3) days written notice prior to terminating the existing Contract. In addition, University will also credit $300 to each relocated student in appreciation of any inconvenience the student may experience. D. If permanent space is not available, the UT Arlington Housing Office may place Student in temporary space until permanent space is available. During this period, Student will earn a 25% credit on the daily rate of the room portion of the Contract. If the UT Arlington Housing Office places Student in a temporary space, Student is bound to the terms and conditions of the Contract through the fifth class day. After the fifth class day and before the UT Arlington Housing Office offers Student permanent space, Student may cancel the Contract upon written notice and payment of the prorated amount under the Contract for the number of days that Student occupied the temporary space. E. Only the person(s) assigned by the UT Arlington Housing Office to Student’s room may reside in the room. The UT Arlington Housing Office reserves the right to make changes in room assignments for such reasons as the UT Arlington Housing Office determines to be appropriate in its sole and absolute discretion, including, without limitation, roommate conflicts, pending disciplinary action, non-compliance with University Regulations, and disruptions to the community. F. If Student fails to move to a new location within the Residence Halls within twenty-four hours after the UT Arlington Housing Office has issued to Student authorization or direction to move, Student may be assessed an improper check out fee and referred to the Office of Community Standards for disciplinary action. G. Single occupancy in double rooms is allowed only on University’s prior approval, which may be withheld in its sole and absolute discretion. Requests for single occupancy must be submitted in writing to the Leasing Consultant in University Housing Office for approval. Single room occupancy in rooms designated as double occupancy will be charged at one and seven-tenths (1.7) times the double room rate. If the University has a waitlist for Residence Hall bed space, single room contracts may be changed to double room contracts. University will provide to Student a forty-eight (48) hour notice and the rent will be adjusted accordingly. H. If Student's roommate vacates the double room or if Student’s suitemates all vacate the suite, Xxxxxxx agrees to accept another roommate or suitemate as assigned. Student may be asked to move to another room if requested by the UT Arlington Housing Office. Failure to move may result in Student being charged a single room rate and improper check out fee in addition to a referral to the Office of Community Standards for disciplinary action. I. Room changes may be made only with the approval of the Residence Director. Hall and/or room type changes may be made only with approval of the UT Arlington Housing Office. Students who complete a hall and/or room type change will be required to sign a new contract. Once signed, no changes will be made to the contract until two weeks after the Residence Halls open. Requests for changes will be accepted on opening day and afterwards. J. University reserves the right to consolidate vacancies and close all or part of Residence Halls.
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 and Novation 34.1 The Supplier shall not assign, novate, or otherwise dispose of or create any trust in relation to any or all of its rights, obligations or liabilities under this Framework Agreement or any part of it without Approval. 34.2 The Authority may assign, novate or otherwise dispose of any or all of its rights, liabilities and obligations under this Framework Agreement or any part thereof to: 34.2.1 any Other Contracting Body; or 34.2.2 any Central Government Body or other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or 34.2.3 any private sector body which substantially performs the functions of the Authority, and the Supplier shall, at the Authority’s request, enter into a novation agreement in such form as the Authority shall reasonably specify in order to enable the Authority to exercise its rights pursuant to this Clause 34.2. 34.3 A change in the legal status of the Authority such that it ceases to be a Contracting Body shall not, subject to Clause 34.4 affect the validity of this Framework Agreement and this Framework Agreement shall be binding on any successor body to the Authority. 34.4 If the Authority assigns, novates or otherwise disposes of any of its rights, obligations or liabilities under this Framework Agreement to a body which is not a Contracting Body or if a body which is not a Contracting Body succeeds the Authority (both “Transferee” in the rest of this Clause) the right of termination of the Authority in Clause 30.4 (Termination on Insolvency) shall be available to the Supplier in the event of the insolvency of the Transferee (as if the references to Supplier in Clause 30.4 (Termination on Insolvency)) and to Supplier or Framework Guarantor or Call Off Guarantor in the definition of Insolvency Event were references to the Transferee.
ASSIGNMENT AND SUB-LETTING Tenant shall not assign this Agreement, or sub-let or grant any license to use the Premises or any part thereof without the prior written consent of Landlord. A consent by Landlord to one such assignment, sub-letting or license shall not be deemed to be a consent to any subsequent assignment, sub-letting or license. An assignment, sub-letting or license without the prior written consent of Landlord or an assignment or sub-letting by operation of law shall be absolutely null and void and shall, at Landlord's option, terminate this Agreement.
Assignment of Leases The Assignment of Leases creates a valid assignment of, or a valid security interest in, certain rights under the Leases, subject only to a license granted to Borrower to exercise certain rights and to perform certain obligations of the lessor under the Leases, including the right to operate the Property. No Person other than Lender has any interest in or assignment of the Leases or any portion of the Rents due and payable or to become due and payable thereunder.
Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.