ASSIGNMENT, TRANSFER, PROMOTION AND ADDITIONAL. HOURS/TIME
ASSIGNMENT, TRANSFER, PROMOTION AND ADDITIONAL Sample Clauses
Related to ASSIGNMENT, TRANSFER, PROMOTION AND ADDITIONAL
ASSIGNMENT, TRANSFER, AND SUBCONTRACTING Contractor may not assign, transfer, or subcontract any portion of this contract without the Department's prior written consent. (18-4-141, MCA) Contractor is responsible to the Department for the acts and omissions of all subcontractors or agents and of persons directly or indirectly employed by such subcontractors, and for the acts and omissions of persons employed directly by Contractor. No contractual relationships exist between any subcontractor and the Department under this contract.
Assignment/Transfer The Credit (or a portion thereof as earned) under this Agreement may be assigned to an “Affiliated Corporation” in accordance with RTC section 23663. As stated in RTC section 23689(i)(1), this Agreement shall not restrict, broaden, or alter the ability of Taxpayer to assign the Credit in accordance with RTC section 23663. In order to transfer this Agreement as a result of a sale or merger, prior written consent of GO- Biz must be obtained or the transfer will be void. Such transfer shall be permitted if GO-Biz determines that the transfer would further the purposes of the CCTC program and benefit California. Prior to GO-Biz consenting to the transfer, the new entity must disclose to GO-Biz the number of California full-time employees it employed at the time of acquisition or merger and any other information GO-Biz requests that applicants for a CCTC provide pursuant to a CCTC application.
PAYMENT, TRANSFER AND CUSTODY (a) On the Purchase Date for each Transaction, ownership of the Purchased Loans shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price from Buyer to an account of the applicable Seller specified in writing by such Seller relating to such Transaction. (b) On or before each Purchase Date for any Eligible Loan that the applicable Seller proposes to sell to Buyer hereunder, such Seller shall deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) a fully completed and signed Custodial Delivery in the form of Exhibit III together with all attachments and schedules thereto and the Purchased Loan File, and in respect thereof, Custodian shall have delivered to Buyer a Trust Receipt; provided, that notwithstanding the foregoing, upon request of such Seller, Buyer in its sole good faith discretion may elect to permit such Seller to deliver or cause to be delivered to Custodian (with an electronic copy to Buyer) such fully completed and signed Custodial Delivery, together with all attachments and schedules thereto, by not later than the third (3rd) Business Day after the related Purchase Date so long as such Seller causes an Acceptable Attorney to deliver to Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such related Purchase Date; provided, further, that if, in respect of any Purchased Loan as to which such Seller has delivered to Custodian (with an electronic copy to Buyer) the Custodial Delivery after the Purchase Date therefor, Buyer may, in its sole good faith discretion, declare the “Repurchase Date” for such Purchased Loan to have occurred if, as of five (5) Business Days after the applicable Purchase Date, Custodian has not delivered to Buyer an acceptable Trust Receipt. For the purposes of this Agreement, the Purchased Loan File shall include the following documents (collectively, together with any additional documents delivered pursuant to Section 7(c), the “Purchased Loan File”): (i) the original Mortgage Note bearing all intervening endorsements; (ii) an original or copy of any loan agreement and any guarantee executed in connection with the Mortgage Note; (iii) an original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (iv) originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (v) an original of the Assignment Documents in Blank; (vi) originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (vii) an original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same (or irrevocable signed pro forma policy); (viii) an original or copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Purchased Loan; (ix) an original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (x) originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located; (xi) a copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by the applicable Seller in blank, which UCC assignments shall be in form and substance acceptable for filing; (xii) an environmental indemnity agreement (if any); (xiii) a closing settlement statement executed by Mortgagor; (xiv) Mortgagor’s certificate or title affidavit (if any) to the extent in the applicable Seller’s possession of in the possession of any Affiliate of such Seller; (xv) a survey of the Mortgaged Property as accepted by the title company for issuance of the Title Policy; (xvi) originals or copies of all of all legal opinions; (xvii) originals or copies of assignment of interest rate protection agreements; (xviii) originals or copies of any assignment of permits, contracts and agreements; and (xix) originals or copies of any other material loan documents, including, but not limited to, any post-closing agreements or side letters. (c) From time to time, Sellers shall forward to the Custodian additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of a Purchased Loan approved in accordance with the terms of this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Buyer shall request from time to time in accordance with the Custodial Agreement and such additional documents shall be deemed part of the Purchased Loan File. With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned to the applicable Seller in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, such Seller shall deliver to Buyer a true copy thereof. The applicable Seller shall deliver or cause to be delivered such original documents to the Custodian promptly when they are received. (d) The Purchased Loan File shall be maintained in accordance with the Custodial Agreement. Any document that is part of the Purchased Loan File that is not delivered to Buyer or its designee (including the Custodian) shall be held in trust by the applicable Seller or its designee for the benefit of Buyer as the owner thereof. The applicable Seller or its designee shall maintain a copy of the Purchased Loan File and the originals of the Purchased Loan File not delivered to Buyer or its designee. The possession of the Purchased Loan File by the applicable Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by such Seller or its designee is in a custodial capacity only. The books and records (including, without limitation, any computer records or tapes) of the applicable Seller or its designee shall be marked appropriately to reflect clearly the sale of the related Purchased Loan to Buyer. The applicable Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, is in connection with a repurchase of any Purchased Loan by the applicable Seller or as otherwise required by law. Upon the repurchase of any Purchased Loan pursuant to this Agreement or the payment in full of such Purchased Loan, as applicable, in either case which shall be evidenced by the Custodian’s receipt of a request for release in the form set forth in the Custodial Agreement, Buyer and Custodian shall promptly release the related Purchased Loan File to the applicable Seller or its designee. (e) With respect to all of the Purchased Loans delivered by Sellers to Buyer or its designee (including the Custodian), each Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V irrevocably, and coupled with an interest, appointing Buyer its attorney-in-fact with full power to (i) at any time that an Event of Default is not then continuing, take such actions as Buyer believes to be reasonably necessary to preserve and protect the Purchased Loans or to preserve and protect Buyer’s interests in the Purchased Loans and the perfection and priority thereof; provided that Buyer may not, pursuant to this clause (i), use such power of attorney to register or record the Purchased Loans in Buyer’s name or in the name of Buyer’s nominee, and (ii) at any time during the continuance of any Event of Default, (A) complete and record the Assignment of Mortgage, (B) complete the endorsement of the Mortgage Note and (C), take such other steps as may be reasonably necessary or desirable to preserve, protect and enforce Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records and to preserve and protect the perfection and priority of Buyer’s interests in the Purchased Loans. Buyer shall promptly notify the applicable Seller in the event Buyer takes any action under clause (i) of the foregoing sentence in respect of the power of attorney. (f) Unless an Event of Default shall have occurred and be continuing, Buyer shall exercise all voting and corporate rights with respect to the Purchased Loans in accordance with the applicable Seller’s written instructions; provided, however, that Buyer shall not be required to follow such Seller’s instructions concerning any vote or corporate right if doing so would, in Buyer’s reasonable business judgment, be inconsistent with or result in any violation of any provision of the Transaction Documents or any Requirement of Law. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Loans without regard to the applicable Seller’s instructions.
Sale and Assignment of Master Servicing The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddxx Xxx; (x) shxxx xxxe a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.
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.
EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. The term "Warrant" as used herein includes any Warrants into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft or destruction of this warrant and of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time be enforceable by anyone. This Warrant shall not be transferable upon the transfer books of the Company with respect to record ownership of this Warrant or the Warrant Shares until and unless any such proposed transferee executes and delivers to the Company, in writing, representations and warranties of the Holder under this Warrant comparable to those set forth in paragraph (I) below and delivers to the Company an opinion of counsel, satisfactory to the Company in its sole discretion, both as to the issuer of the opinion and the substance of such opinion, that such transfer does not require registration under the Securities Act and that such transfer is exempt from any such registration under the Securities Act or any applicable state securities laws.
Assumption Agreement The Buyer shall have executed and delivered to the Seller the Assumption Agreement.
Assignment Without Prior Consent If the Interconnection Agreement between the Wholesale Market Participant and the Transmission Owner, as referenced in section 3.1.4 herein, provides that such Interconnection Agreement may be assigned, and such Interconnection Agreement was assigned, then the Wholesale Market Participant may assign its rights or delegate its duties under this WMPA without the Transmission Owner’s or Transmission Provider’s prior consent to any Affiliate or person that purchases or otherwise acquires, directly or indirectly, all of the Participant Facility, provided that prior to the effective date of any such assignment: (1) 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 WMPA; and (2) in writing to the Transmission Owner and Transmission Provider, assignee assumes all rights, duties, and obligations of Wholesale Market Participant arising under this WMPA. However, any assignment described herein shall not relieve or discharge the Wholesale Market Participant 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 of Antitrust Rights Upon the request of the State of Minnesota, Contractor will irrevocably assign to State any state or federal antitrust claim or cause of action that the Contractor now has or which may accrue to the Contractor in the future, in connection with any goods, services, or combination provided by Contractor under the terms of this Contract.
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.
