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.
Assignment to Subsidiaries. At its discretion, Huntington may cause the obligations of Sellers under this Agreement to be fulfilled by its banking and corporate subsidiaries. Upon identification by Huntington of the subsidiaries to be considered a Seller, Huntington shall cause that subsidiary to enter into such agreements as may be necessary to bind those subsidiaries as additional parties to this Agreement.
Assignment to Subsidiaries. 9 4.0 Representations and Warranties of the Sellers.........................10
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.
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"):
Assignment to Subsidiaries. 65 Section 12.2 Amendment and Modification; Waiver...................... 66
Assignment to Subsidiaries. 40 SECTION 11.2.
Assignment to Subsidiaries. At their discretion, both NationsBank and Huntington may cause the obligations of "Sellers" and "
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.
