Assignment or Subcontracting of Purchased Contracts Sample Clauses

Assignment or Subcontracting of Purchased Contracts. Buyer has --------------------------------------------------- undertaken to furnish Powertel and Sellers with a listing, attached to this Agreement as Schedule 2.4 and made a part hereof by this reference, of all of the third party consents it reasonably believes are necessary and desirable in connection with the transfer and assignment of Contracts, including Site Leases, Tower Equipment Leases, Tower Leases and Tower Service Contracts (each a "Required Consent"). Nothing herein shall be deemed to constitute a warranty or ----------------- representation on the part of Powertel or Sellers that other third party consents are not necessary or desirable in connection with the transfer and assignment of such Assets, and failure to obtain a Required Consent (or other third party consent) shall not constitute a Default under this Agreement or a failure of a condition precedent to the Closing. Powertel and Sellers will use commercially reasonable efforts to obtain the Required Consents prior to the Closing Date. To the extent that any such Required Consent is not obtained, Powertel and Sellers will subcontract to Buyer the performance of all obligations and the right to receive all benefits thereunder. To the extent the consent of the counterparty to such subcontracting is required under the terms of any such Contract, Powertel and Sellers will use commercially reasonable efforts to obtain such consent; and Powertel and Sellers will only subcontract as described in the immediately preceding sentence in those cases, if any, in which subcontracting is permitted by the Contract or applicable Law. If (and only if) such Contract is a Site Lease or Tower Lease, then the failure to obtain a Required Consent with respect to such Contract prior to May 15, 1999 shall be deemed to be a Defect and the Tower Site in question shall be deemed to be a Defective Site, and such Defect and Defective Site shall be governed by the applicable provisions of Sections 2.10 and 2.11.
Sample 1
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Assignment or Subcontracting of Purchased Contracts. BAM will --------------------------------------------------- use commercially reasonable efforts to obtain any required consents to the assignment to OpCo of Contracts or any other assets included in the BAM Contributed Assets. To the extent that any such required consent to the assignment of any such Contract or asset is not obtained, BAM will subcontract to OpCo the performance of all obligations and the right to receive all benefits thereunder. To the extent the consent of the counterparty to such subcontracting is required under the terms of any such Contract or asset, BAM will use commercially reasonable efforts to obtain such consent; and BAM will not subcontract as described in the immediately preceding sentence in those cases, if any, in which subcontracting is expressly prohibited. If BAM is precluded from subcontracting in accordance with the foregoing or entering into a substantially similar relationship, the subject Contract or asset shall not be included in the BAM Contributed Assets, and the Liabilities under such Contract shall not be included in the BAM Assumed Liabilities.
Sample 1
Assignment or Subcontracting of Purchased Contracts. Xxxxxxxx will use commercially reasonable efforts to obtain any required consents to the assignment to HoldCo of Contracts or any other assets included in the Xxxxxxxx Contributed Assets. To the extent that any such required consent to the assignment of any such Contract or asset is not obtained prior to the Closing relating to such Contracts or other assets, Xxxxxxxx will subcontract to HoldCo the performance of all obligations and the right to receive prior to the Closing relating to such Contracts or other assets all benefits thereunder. To the extent the consent of the counterparty to such subcontracting is required under the terms of any such Contract or asset, Xxxxxxxx will use commercially reasonable efforts to obtain such consent; and Xxxxxxxx will not subcontract as described in the immediately preceding sentence in those cases, if any, in which subcontracting is expressly prohibited. If Xxxxxxxx is precluded from subcontracting in accordance with the foregoing or entering
Sample 1

Related to Assignment or Subcontracting of Purchased Contracts

  • Notification of Assignment of Receivables At any time following the occurrence of an Event of Default or a Default, Agent shall have the right to send notice of the assignment of, and Agent's security interest in, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Thereafter, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent's actual collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers' Account and added to the Obligations.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Purchased Contracts The obligation of CNHCR to purchase the Purchased Contracts is subject to the satisfaction of the following conditions:

  • Assignment and Subcontracting This Agreement shall extend to and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the prior written consent of GFS. GFS may subcontract any or all of its responsibilities pursuant to this Agreement to one or more companies, trusts, firms, individuals or associations, which may or may not be affiliated persons of GFS and which agree to comply with the terms of this Agreement; provided, however, that any such subcontracting shall not relieve GFS of its responsibilities hereunder. GFS may pay such persons for their services, but no such payment will increase fees due from the Trust hereunder.

  • Seller's Assignment of Purchased Receivables With respect to all Receivables repurchased by the Seller pursuant to this Agreement, the Purchaser shall assign, without recourse, representation or warranty, to the Seller all the Purchaser's right, title and interest in and to such Receivables, and all security and documents relating thereto.

  • Assignment; Subcontracting (a) Except as expressly provided in Section 12(b) below, this Agreement shall not be assignable or delegable, whether by merger, operation of law or otherwise, by any Fund without the written consent of BNY Mellon, or by BNY Mellon without the written consent of the affected Fund, in each case which consent may not be unreasonably withheld. This Agreement shall extend to and shall be binding upon the Parties hereto, and their permitted successors and assigns.

  • Customer Contracts Promptly after any Loan Party becoming aware of the same, the Borrower shall give the Administrative Agent written notice of any cancellation, termination or loss of any material Contractual Obligation or other customer arrangement.

  • Assumed Contracts If Buyer delivers a written notice of objection to any Assumed Contract prior to the expiration of the Due Diligence Period, then, to the extent a termination right in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer may not object to any of the Cable Contracts or any other Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant to the applicable Assignment of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant to the applicable Assignment of Contracts (together with all Assumed Contracts with respect to the applicable Asset that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of termination, and (iv) Buyer shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”.

  • 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”).

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

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