Assignment to GWI Sample Clauses

The 'Assignment to GWI' clause establishes that certain rights, obligations, or interests under the agreement are transferred to GWI. In practice, this means that any intellectual property, contractual benefits, or other specified assets created or acquired during the course of the agreement are automatically assigned to GWI, ensuring that GWI becomes the legal owner. This clause is essential for consolidating ownership and control with GWI, thereby preventing disputes over rights and ensuring that GWI can fully utilize and protect the assigned assets.
Assignment to GWI. Notwithstanding anything to the contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Credit Agreement in respect of its Term Loans to GWI or its Subsidiaries (a “Company Assignment”) through Dutch auction procedures open to all applicable Lenders on a pro rata basis in accordance with customary procedures to be agreed between GWI and the Administrative Agent (or other applicable agent managing such auction); provided that: (i) any Term Loans acquired by GWI or any Subsidiary shall be retired and cancelled promptly upon the acquisition thereof; (ii) no Default or Event of Default shall exist at the time of the Company Assignment or result therefrom; (iii) on a pro forma basis, giving effect to the Company Assignment and all associated transactions, the Borrowers shall be in compliance with each of the covenants set forth in §11 as of the end of the latest fiscal quarter for which internal financial statements are available; (iv) GWI shall affirm the No Undisclosed Information Representation as of the time of the Company Assignment; and (v) no Revolving Loans shall be used to fund such Company Assignment.
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Related to Assignment to GWI

  • Assignment to Owners Interconnection Customer may assign the Interconnection Service Agreement without the Interconnected Transmission Owner’s or Transmission Provider’s prior consent to any Affiliate or person that purchases or otherwise acquires, directly or indirectly, all or substantially all of the Customer Facility and the Customer Interconnection Facilities, provided that prior to the effective date of any such assignment, the assignee shall demonstrate that, as of the effective date of the assignment, the assignee has the technical and operational competence to comply with the requirements of this Interconnection Service Agreement and assumes in a writing provided to the Interconnected Transmission Owner and Transmission Provider all rights, duties, and obligations of Interconnection Customer arising under this Interconnection Service Agreement. However, any assignment described herein shall not relieve or discharge the Interconnection Customer from any of its obligations hereunder absent the written consent of the Transmission Provider, such consent not to be unreasonably withheld, conditioned or delayed.

  • 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 Agreement The Assignment and Assumption Agreement, dated the Closing Date, between Residential Funding and the Company relating to the transfer and assignment of the Mortgage Loans.

  • Assignment and Transfer The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

  • Transfer/Assignment (A) Subject to compliance with clause (B) of this Section 7, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 7 shall be paid by the Company. (B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. If and for so long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in Section 4.2(a) of the Purchase Agreement.