Assignment of Customers Sample Clauses

Assignment of Customers. At the Effective Time, I-Link shall assign and transfer to Big Planet all its right, title and interest in the Existing Customers, which are more particularly described on attached Schedule 6.2(a). I-Link shall update Schedule 6.2(a) as of the Effective Time. By this irrevocable assignment, I-Link renounces and waives any and all rights it may have in the Existing Customers, except as otherwise provided herein. As of the Effective Time, Big Planet shall receive any and all gross revenues from the Existing Customers. I-Link further agrees that, on reasonable request and without further consideration, I-Link shall provide any and all existing information, hard copies of any contracts, data and business information, financial data, and similar existing information of I-Link to Big Planet regarding the Existing Customers, and generally do everything reasonably necessary to aid Big Planet with this assignment and transfer. In the event of the termination of this Agreement for any reason during the first year following the Effective Time, I-Link shall have the right, at its sole cost and expense, to reacquire all right, title and interest in the Existing Customers with respect to I-Link Products and Services, but not the product and services of Big Planet. Any such reacquisition must be done in accordance with all applicable laws. I-Link shall have the right to contact and notify the Existing Customers of such reversion, and Big Planet shall provide I-Link with reasonable assistance in effecting such reversion. In the event of any such election, I-Link shall be required to pay and reimburse Big Planet on a monthly basis for all commissions payable by Big Planet to its Big Planet Representatives with respect to such customers until Big Planet is no longer obligated to pay commission on sales to the Existing Customers. Big Planet shall have no obligation to modify its Big Planet Sales Compensation Plan to eliminate the commission payable on sales to the Existing Customers. Big Planet shall invoice I-Link on a monthly basis for the amount of such commissions and I-Link shall pay the invoice within thirty days. I-Link acknowledges and agrees that upon termination of this Agreement under any other circumstance all right, title and interest in the Existing Customers shall remain with Big Planet. I-Link and I-Link LLC shall cooperate with Big Planet to migrate Existing Customers to another provider if so directed by Big Planet subject to any applicable regulatory requi...
Sample 1
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Assignment of Customers. Pursuant to subdivision (e) of Section 16-1002 of the Administrative Code and the Department’s Rules, if a Commercial Establishment fails to enter into a Written Service Agreement with a Zone Awardee selected for the Zone in which such Commercial Establishment is located (and/or a Citywide Containerized Commercial Waste Awardee in accordance with the Department’s Rules) by the Final Implementation Date for such Zone, the Department will assign such Commercial Establishment to a Zone Awardee and the processes and terms of service set forth in 16 RCNY § 20-26(e) shall apply, unless the Commercial Establishment selects a different Zone Awardee for Commercial Waste Collection Services. The Company acknowledges that the Department may assign one or more customers to the Company pursuant to such process in accordance with the Act and the Department’s Rules, and may assign a Customer at any time, including after the Final Implementation Date. The Company must follow the requirements in 16 RCNY § 20-26(e) and all applicable provisions of the Act, the Department’s rules, and all Department directives regarding provision of service to such customer(s), including adding such customer to the Company’s customer register.
Sample 1
Assignment of Customers. In the event that this Agreement is terminated for any reason whatsoever, other than termination by USA.XXX xxx cause pursuant to Section 14 above, Regixxxx.xxx xxx require that USA.XXX xxx to effect a transfer of all rights to contact the Customers as follows: (i)
Sample 1
Assignment of Customers. Xxxxxx/Xxxxxxx agrees to purchase those customers who have activated NXX codes within the confines of the Xxxxxxxx XXX 0 ("Xxxxxxxx XXX 0 Customers") for the price of $280.00 (Two hundred eighty dollars) per customer. The customers being purchased by Xxxxxx/Xxxxxxx are listed on Attachment B. The total amount will be paid in full by Xxxxxx/Xxxxxxx to WBCP no later than January 11, 1997. Further, as long as those customers subscribe to cellular service from Xxxxxx/Xxxxxxx, Xxxxxx/Xxxxxxx will be responsible to pay the residuals to the dealers and retailers who originated those customers in accordance with WBCP's agreements with said dealers and retailers, as agreed between Xxxxxx/Xxxxxxx and the agents/retailers the parties agree WBCP will not be responsible for any payments to the agents/retailers as of January 1, 1997. The customers to be acquired by Xxxxxx/Xxxxxxx shall be only those customers that are in WBCP's System under its standard credit and disconnect policies now in effect, and WBCP agrees to follow those policies up to the date of acquisition; Xxxxxx/Xxxxxxx have no obligation to pay for or acquire customers that are in the system outside of the standard WBCP credit and disconnect policies. It is acknowledged that all parties to this Agreement desire to have a smooth transition of those customers acquired by Xxxxxx/Xxxxxxx from WBCP; to that end, the parties agree that they will work together to devise an acceptable notice to the customers and that the same shall be sent to the customers at a mutually agreed time. The assignment of the cellular service agreements are in "as is" condition without warranties expressed or implied. WBCP makes no representations or warranties on the assignability of said customer contracts. Further, WBCP makes no representations or warranties on the enforceability of the agreements by Xxxxxx/Xxxxxxx once the agreements are assigned to it. WBCP fully discloses that some or a sizeable portion of said customers may object to the attempted assignment and may contend successfully that if Xxxxxx/Xxxxxxx cannot or chooses not to provide cellular service at the same rate, geographic area, terms, conditions, and/or local calling area as presently being provided to said customers by WBCP that their cellular service agreements are personal in nature and therefore not assignable. WBCP will have no responsibility to attempt to enforce the contracts once they are assigned to Xxxxxx/Xxxxxxx and will have no obligation to defend, i...
Sample 1
Assignment of Customers. At the Effective Time, I-Link shall assign and transfer to Big Planet all its right, title and interest in the Existing Customers, which are more particularly described on attached Schedule 6.2(a). I-Link shall update Schedule 6.2(a) as of the Effective Time. By this irrevocable assignment, I-Link renounces and waives any and all rights it may have in the Existing Customers, except as otherwise provided herein. As of the Effective Time, Big Planet shall receive any and all gross revenues from the Existing Customers. I-Link further agrees that, on reasonable request and without further consideration, I-Link shall provide any and all existing information, hard copies of any contracts, data and business information, financial data, and similar existing information of I-Link to Big Planet regarding the Existing Customers, and generally do everything reasonably necessary to aid Big Planet with this assignment and transfer. In the event of the termination of this Agreement for any reason during the first year following the Effective Time, I-Link shall have the right, at its sole cost and expense, to reacquire all right, title and interest in the Existing Customers with respect to I-Link Products and Services, but not the product and services of Big Planet. Any such reacquisition must be done in accordance with all applicable laws. I-Link shall have the right to contact and notify the Existing Customers of such reversion, and Big Planet shall
Sample 1

Related to Assignment of Customers

  • Assignment, Etc The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

  • Assignment of Contracts On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

  • Assignment of Proprietary Lease With respect to a Cooperative Loan, the assignment or mortgage of the related Proprietary Lease from the Mortgagor to the originator of the Cooperative Loan.

  • 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 Contracts and Rights Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third party (including any Governmental Entity), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.

  • ASSIGNMENT AND SUB-CONTRACTING 19.1 The Contractor shall not assign or sub-contract any obligations under the Contract without the prior consent of the Authority, which shall not be unreasonably withheld or delayed. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties.

  • 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.

  • 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.

  • Assignment of Company Inventions Inventions assigned to the Company or to a third party as directed by the Company pursuant to the subsection titled Government or Third Party are referred to in this Agreement as “Company Inventions.” Subject to the subsection titled Government or Third Party and except for Inventions that I can prove qualify fully under the provisions of California Labor Code section 2870 and I have set forth in Exhibit A, I hereby assign and agree to assign in the future (when any such Inventions or Intellectual Property Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to Company all my right, title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment by Company. Any assignment of Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights. I further acknowledge and agree that neither my successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and any Intellectual Property Rights with respect thereto).

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