Assignment; Substitution Sample Clauses

Assignment; Substitution. The rights and obligations of the Company under this Indenture and under the Outstanding Securities may be assigned or transferred to another Person with which the Company is consolidated or merged or which acquires by conveyance or transfer any of the properties or assets of the Company or to the Guarantor or to a corporation, all of the outstanding shares of which (other than directors' qualifying shares) are owned directly or indirectly by the Guarantor and, provided that the requirements of this Section 11.03 for such assignment or transfer shall have been met, upon any such assignment or transfer, all of the obligations of the Company under this Indenture and the Securities shall cease and the Company shall be released from its liability as obligor on the Securities and from all other obligations under this Indenture. In connection with any assignment other than to the Guarantor, the provisions of Sections 4.01 through 4.08 of Article Four relating to the guarantee by the Guarantor, shall remain in full force and effect or a new guaranty agreement of the Guarantor containing provisions substantially the same as those set forth in Sections 4.01 through 4.08 of Article Four hereof shall have been executed. Any successor to the Company shall be incorporated or organized and, in either case, existing under the laws of the United States of America or one of the States of the United States of America or Canada or one of the Provinces of Canada and such successor shall assume in a Supplemental Indenture all of the obligations of the Company. In the event the Company assigns all of its rights and obligations in respect of this Indenture and all Outstanding Securities to the Guarantor, the covenants set forth in Sections 4.04, 4.05, 4.06, 4.07 and 4.08 of this Indenture and any other covenants of the Guarantor included in any Supplemental Indenture relating to any series of Securities shall remain in full force and effect and the Guarantor shall assume in a Supplemental Indenture all of the obligations of the Company.
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Assignment; Substitution. Section 7.1 No Party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party. Section 7.2 Notwithstanding the above, the Purchaser shall have the right to require that one of its Affiliates (a “Substituted Affiliate”) succeed to and be substituted for all of its rights and obligations under this Agreement and become the Purchaser under this Agreement provided that (i) Purchaser shall provide written notice to Seller of any such substitution prior to such substitution and (iii) Purchaser hereby guarantees, and shall remain jointly (solidairement) and indivisibly (indivisiblement entre eux) liable for, the Substituted Affiliate’s performance of any and all obligations of the Purchaser under this Agreement.
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Assignment; Substitution. 49 Section 11.04 Appointment to Fill a Vacancy in the Office of Trustee .........49 Section 11.05
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Assignment; Substitution. (a) This Agreement is personal to the Parties and may not be assigned by any of them save that the Purchaser may assign its rights under this Agreement to an Associated Company, as long as such assignment covers all of this Agreement and the Shares, and the Purchaser
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Assignment; Substitution. Without the prior written consent of the other Parties, no Party may assign or transfer any of its rights or obligations under this Agreement, nor any benefit arising under or out of this Agreement, provided however that : (a) prior to Closing Date, the Purchaser may transfer or assign in any manner whatsoever the benefit of this Agreement and of the obligations of the Seller (and in particular the benefit of the Warranties), to a member of its Group or any entity controlled by fund managed by one of its Purchaser’s Affiliate, to acquire the Target and become the Purchaser to perform all of the obligations of the Purchaser pursuant to this Agreement, in which case such person shall benefit from the rights, and be bound by the obligations, of the Purchaser pursuant to this Agreement, and the entity identified on the face of this Agreement as the Purchaser shall immediately cease to benefit from its rights and to be bound by its obligations pursuant to this Agreement as of the notification by writing of such transfer or assignment to the Seller and signing of such assignee on a joinder agreement, and (b) Purchaser may transfer or assign in any manner whatsoever the benefit of this Agreement and of the obligations of the Seller (and in particular the benefit of the Warranties as a security interest), to any third party providing financing to the Purchaser or to the Purchaser’s Group or to the Target in connection with the Operation, the Park Inn or the Radisson. Any assignment as described under this Clause17.2 (b), shall however not impact in any way the right of the Seller to claim indemnification under this Agreement directly from the Purchaser. Purchaser explicitly warrants and guarantees that any assignment under this Clause 17.2 (b) shall by no means delay the Closing, as set out under Clause 7.1 of this Agreement. (c) the rights benefiting to the Purchaser in accordance with this Agreement shall not be affected by the merger, spin-off, or other corporate reorganization concerning itself or any companies of its Group (including in case of dissolution of such member entailing an universal asset transfer) after the Closing Date. (d) the obligations of the Seller under this Agreement shall not be affected by the merger, spin-off, or other corporate reorganization concerning itself or any companies of its Group (including in case of dissolution of such member entailing an universal asset transfer) after the Closing Date.
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Assignment; Substitution. 5.1 This Agreement is personal to the parties and cannot be assigned by any of them save that the Beneficiary may assign its rights hereunder to an Associated Company or a third party to which the Shares are simultaneously sold, provided that (i) such sale involve the entirety of the Agreement and that (ii) the Beneficiary remain jointly liable for the performance, by the Associated Company or the third party of the obligations incumbent thereon under the Agreement. 5.2 In the event of the death or permanent mental incapacity of one or more of the Warrantors, this Agreement shall be binding on his/her heirs and successors or, as the case may be, legal guardian or trustee. 5.3 Any substitution made by the Purchaser under Article 7(c) of the Share Purchase Agreement shall automatically substitute the Associated Company as a co-contracting party under the terms and conditions of the Representations and Warranties Agreement and the Escrow Agreement.
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Assignment; Substitution. It is hereby explicitly agreed that the Merchant is not allowed to assign any rights and/or obligations deriving from this Agreement to third parties and/or be subrogated by third parties, without Xxxx’s explicit prior written consent. The same does not apply to Nexi, which is entitled at any time to freely assign its rights and/or obligations and/or be subrogated by third parties in relation thereto, in this Agreement.
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Assignment; Substitution. 6.1 Neither party has the right to assign this Agreement without express mutual consent. 6.2 The Consultant may substitute with another provided that the University is reasonably satisfied that the proposed substitute possesses the skills, expertise and knowledge necessary to perform the Services and that the proposed substitute consents in writing to abide by the terms and conditions of this Agreement. For the avoidance of doubt, the substitute will be paid by the Consultant. 6.3 The Consultant may use an assistant to help with project tasks at their discretion. 6.4 The cost of any specific training of the substitute needed in order to perform the Services will be at the expense of the Consultant.
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Related to Assignment; Substitution

  • ASSIGNMENT/SUB-CONTRACTING The Contractor agrees that he will not sell, assign or transfer this Agreement or any part thereof or interest therein without the prior written consent of the Owner.

  • Assignment/Subcontracts 14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. 14.3.2 The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties, to NASPO ValuePoint and other third parties.

  • ASSIGNMENT & SUBLETTING A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or Guarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall be entitled to receive such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a Securitization, Lender shall have received a notice or confirmation of the rating agencies which have issued ratings in connection with such Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to Lessor a certification that all of the conditions to such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a calendar month, beginning with the calendar month in which such payment is made) shall be equal to the Base Monthly Rental then in effect reduced by the Subject Transfer Rent Reduction Amount (as hereinafter defined) For purposes of this Section 26.C, the following terms shall be defined as set forth below:

  • ASSIGNMENT/SUBCONTRACT Contractor will not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this contract, in whole or in part, without the prior written approval of SUU.

  • 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.

  • Assignment Subleasing (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

  • 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; Sublease 19.1 Lessor may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

  • Assignment; Successors Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto in whole or in part (whether by operation of Law or otherwise) without the prior written consent of the other party, and any such assignment without such consent shall be null and void. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

  • Lease Assignment To the best of Seller's knowledge, the ------------------ Tenant has not assigned its interest in the Lease or sublet any portion of the premises leased to the Tenant under the Lease.

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