Assignment to Subsidiaries Sample Clauses

Assignment to Subsidiaries. EVERTEC may assign any of its rights, duties or obligations to a direct or indirect wholly-owned Subsidiary of EVERTEC (an “Assignee Sub”) if (i) such Assignee Sub is identified by EVERTEC to Popular and BPPR at least 20 Business Days prior to the consummation of the proposed assignment; (ii) (A) such proposed assignment is legally required in order for EVERTEC to provide to Popular, BPPR or their respective Subsidiaries, in the country, state, territory or other jurisdiction (“Jurisdiction”) in which the Assignee Sub is organized, the specific services to be performed pursuant to the assignment of this Master Agreement, and only (x) to the extent of such legal requirement and (y) if EVERTEC provides a written opinion of qualified counsel that opines that such legal requirement is applicable and is based upon reasonable assumptions with respect to such legal requirement or (B) Popular has provided its prior written consent, such consent not to be unreasonably delayed, withheld or conditioned; (iii) such Assignee Sub will be Solvent immediately after and giving effect to such proposed assignment and Popular is reasonably satisfied with the terms and conditions of the proposed assignment; (iv) Popular is a third-party beneficiary to the assignment agreement, which is in form and substance that is reasonably satisfactory to Popular, and which provides that the Assignee Sub’s rights under the assignment agreement will be terminated if the Assignee Sub ceases to be a wholly-owned Subsidiary, directly or indirectly, of EVERTEC and (v) EVERTEC remains fully liable with respect to the performance of all its obligations under this Master Agreement and EVERTEC guarantees the performance of all of the obligations of EVERTEC to Popular assumed by Assignee Sub under this Master Agreement, which guarantee provides that, for the avoidance of doubt, after any termination of the proposed assignment, EVERTEC shall continue to be obligated with respect to any obligation undertaken by Assignee Sub prior to such termination.
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Assignment to Subsidiaries. At their discretion, Huntington may cause the obligations of Sellers under this Agreement to be fulfilled by their respective banking and corporate subsidiaries. Upon identification by Huntington of the subsidiaries to be considered a Seller, Huntington shall cause those subsidiaries to enter into such agreements as may be necessary to bind those subsidiaries as additional parties to this Agreement.
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Assignment to Subsidiaries. 38 Section 11.2 Amendment and Modification ............................ 38 Section 11.3 Waiver or Extension ................................... 38 Section 11.4 Assignment ............................................ 38 Section 11.5 Confidentiality ....................................... 39 Section 11.6 Addresses for Notices, Etc. ........................... 39 Section 11.7 Counterparts .......................................... 40 Section 11.8 Headings .............................................. 40 Section 11.9 Governing Law ......................................... 40 Section 11.10 Sole Agreement ........................................ 40 Section 11.11 Parties In Interest ................................... 41 Section 11.12 Calculation of Dates and Deadlines .................... 41 PURCHASE AND ASSUMPTION AGREEMENT THIS PURCHASE AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of February 25, 1999, by and between HUNTINGTON BANCSHARES INCORPORATED, a Maryland corporation having its principal offices in Columbus, Ohio ("Huntington"), THE HUNTINGTON NATIONAL BANK, a national banking association having its principal offices in Columbus, Ohio ("HNB"), and FIRST BANK, an Indiana state-chartered commercial bank having its principal offices in Morgantown, Indiana ("Purchaser"):
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Assignment to Subsidiaries. At their discretion, both NationsBank and Huntington may cause the obligations of "Sellers" and "
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Assignment to Subsidiaries. 9 4.0 Representations and Warranties of the Sellers.........................10
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Assignment to Subsidiaries. Pursuant to Section 12.4, the Purchaser may at any time prior to the Closing elect to assign its rights under this Agreement, including, without limitation the right to purchase the Purchased Assets, to three of its wholly-owned subsidiaries. If the Purchaser so elects, the Sellers will sell, convey, transfer, assign and deliver (i) the Purchased Assets related to the Business's National City, California and Los Angeles, California heat treating facilities (the "California Assets") to C-D Heat Treating, Inc., a California corporation and wholly-owned subsidiary of the Purchaser ("Sub One"); (ii) the Purchased Assets related to the Business's Minneapolis, Minnesota heat treating facility (the "Minnesota Assets") to MI, Inc., a Minnesota corporation and wholly-owned subsidiary of the Purchaser ("Sub Two"); and (iii) the Purchased Assets related to the Business's Milwaukee, Wisconsin heat treating facility (the "Wisconsin Assets") to MTI Heat Treating, Inc., a Wisconsin corporation and wholly-owned subsidiary of the Purchaser ("Sub Three"). Upon the effective date of such assignment, the Purchaser hereby irrevocably and unconditionally guarantees each of Sub One's, Sub Two's and Sub Three's performance of its obligations under this Agreement, and the parties hereto agree to revise the Form of Deed, Form of Xxxx of Sale, Form of Assignment of Lease and Form of Instrument of Assumption of Liabilities to properly effect the transfers as specified above. The Purchaser, Sub One, Sub Two and Sub Three may effect such election and assignment by executing and delivering the assignment attached to the signature page of this Agreement.
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Assignment to Subsidiaries. Notwithstanding any contrary provision herein, a Partner may assign or otherwise transfer its entire Partnership Interest without the consent required by Section 10.1 or the right of first refusal required by Section 10.2 above if the assignment or transfer is to another Subsidiary of such Partner's Party or if it occurs by reason of the merger or consolidation of such Partner with another Subsidiary of such Partner's Party. The transferee or assignee Subsidiary or surviving Subsidiary shall be capitalized in a manner substantially equal to or better than the transferor or assignor Subsidiary or the non-surviving Subsidiary. Any assignee or transferee permitted by the foregoing shall be required, in addition to any other conditions stated in any such consent, to execute and deliver to the remaining Partners a written agreement whereby it assumes all rights and responsibilities of the assignor or transferor under this Agreement and such assignor or transferor (except where it ceases to exist due to a permitted merger or consolidation as aforesaid) shall remain fully liable and obligated for all of its responsibilities hereunder notwithstanding such assignment or transfer. Any assignment or other transfer in violation of the foregoing shall be void.
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Assignment to Subsidiaries. 65 Section 12.2 Amendment and Modification; Waiver...................... 66
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Assignment to Subsidiaries. 40 SECTION 11.2.
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Related to Assignment to Subsidiaries

  • ASSIGNMENT AND XXXX OF SALE This ASSIGNMENT AND XXXX OF SALE is made, delivered and effective as of March 9, 2021, by Xxxx Wealth, Inc., a Delaware corporation (the “Transferor”), in favor of Series Gallery Drop 087, a Series of Xxxx Gallery LLC, a Delaware series limited liability company (the “Transferee”).

  • Agreement to Subordinate The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Debt.

  • Agreement to Subscribe 1.1. Purchase and Issuance of the Private Units.

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Assignment and Transfers Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

  • Assignment and Successors The Company shall assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company, Executive, and their respective successors, assigns, personnel, and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will, operation of law, or as otherwise provided herein.

  • Assignment and Succession The rights and obligations of Company under this Agreement shall inure to the benefit of and be binding upon its respective successors and assigns, and Executive’s rights and obligations hereunder shall inure to the benefit of and be binding upon his Designated Successors. Executive may not assign any obligations or responsibilities he has under this Agreement.

  • Assignment of Assets Subject to Sections 1.1 and 1.2, Assignor does hereby grant, assign, bargain, sell and transfer to Assignee, its successors and assigns, in trust, for the benefit of all the Assignor’s creditors generally, all of the property and assets of Assignor of every kind and nature wherever situated, whether in possession, reversion, remainder or expectancy, both real and personal, and any interest or equity therein not exempt from the enforcement of a money judgment, including, without limitation, all inventory, merchandise, goods, furniture, fixtures, machinery, equipment, raw materials, work in process, accounts, general intangibles, intellectual property, deposits, books, records, fixtures, cash on hand, bank accounts, tax refunds, all choses in action, insurance policies and refunds and all other property of every kind and nature owned by Assignor, or in which Assignor has an interest (the “Assignment Estate”).

  • Assignment and Conveyance 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase Agreement (the "Purchase Agreement"), dated as of [DATE], between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement. Recognition of the Company

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