Common use of Assignments by Lessor Clause in Contracts

Assignments by Lessor. (a) Lessor may at any time and from time to time assign all or any part of its rights, title and interest under this Lease, including without limitation, the Rent and other sums at any time payable to Lessor under any of the provisions of this Lease. (b) No such assignee shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under any of the terms hereof, but on the contrary, Lessee by its execution hereto acknowledges and agrees that, notwithstanding any such assignment, each and all such covenants, agreements, representations and warranties of Lessor shall survive any such assignment and shall be and remain the sole liability of the Lessor. Without limiting the foregoing, Lessee further acknowledges and agrees that from and after the receipt by Lessee of written notice of any assignment from Lessor: (i) If so directed, all Rent and other sums which are the subject matter of the assignment shall be paid to the assignee thereof at the place of payment designated in the notice. (ii) The rights of any such assignee in and to the rents and other sums payable by Lessee under any provisions of this Lease shall be absolute and unconditional and, except as otherwise stated herein, shall not be subject to any abatement, reduction defense, setoff, counterclaim or recoupment available to Lessee against Lessor, any assignee of Lessor, or the manufacturer or seller of the Equipment or any other person or entity for any reason whatsoever. (iii) The assignee shall have the sole right to exercise all rights, privileges, consents, and remedies (either in its own name or in the name of the Lessor for the use and benefit of the assignee) which by the terms of the Lease or by applicable law or principles of equity are permitted or provided to be exercised by Lessor. Lessee will confirm the above, and all other obligations of Lessee under this Lease, or such assignee in writing in such form as such assignee may require. (c) Lessee agrees to promptly execute and cause to be executed all documents reasonably requested by any assignee of Lessor, including without limitation, corporate resolutions, incumbency certificates, opinions of counsel and acknowledgments of any assignment by Lessor of Lessor’s rights or any of them under this Lease.

Appears in 1 contract

Samples: Equipment Lease Agreement (Magnegas Corp)

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Assignments by Lessor. (a) Lessor may at any time and from time to time assign all or any part of its rightsright, title and interest under in this Lease, including without limitation, Lease and/or the Rent rents and other sums at any time payable due and to become due, or at any time owing or payable, by Lessee to Lessor under any of the provisions of this Leasethe Lease to the Security Trustees. Upon any such assignment, Lessor shall give written notice thereof to Lessee and thereafter all rents and other sums payable by Lessee hereunder shall be paid as the Security Trustees direct. (b) No From and after the receipt by Lessee of written notice of such assignee assignment to the Security Trustees (i) the Security Trustees shall not be obligated to perform any duty, covenant or condition required to be performed by Lessor under any of the terms hereof, but on the contrary, Lessee by its execution hereto hereof acknowledges and agrees that, that notwithstanding any such assignment, assignment each and all such covenantsduties, agreements, representations and warranties of covenants or conditions required to be performed by Lessor shall survive any such assignment and shall be and remain the sole liability of Lessor and of every person, firm or corporation succeeding (by merger, consolidation, purchase of assets or otherwise) to all or substantially all of the business assets or goodwill of Lessor. Without limiting the foregoing, Lessee further acknowledges and agrees that from and after the receipt by Lessee of written notice of any assignment from Lessor: (i) If so directed, all Rent and other sums which are the subject matter rights of the assignment shall be paid to the assignee thereof at the place of payment designated in the notice. (ii) The rights of any such assignee Security Trustees in and to the rents and other sums payable by Lessee under any provisions of this Lease shall not be absolute subject to any abatement whatsoever, and unconditional and, except as otherwise stated herein, shall not be subject to any abatement, reduction defense, setoffset-off, counterclaim or recoupment available whatsoever whether by reason of failure of or defect in Lessor's title or any interruption from whatsoever cause in the use, operation or possession of the Units or any part thereof or by reason of any other indebtedness or liability, howsoever and whenever arising, of Lessor to Lessee against Lessoror to any other person, firm or corporation or to any assignee of Lessorgovernmental authority or for any cause whatsoever, or it being the manufacturer or seller intent hereof that the Lessee shall be unconditionally and absolutely obligated to pay the Security Trustees all of the Equipment or any rents and other person or entity for any reason whatsoever. sums which are the subject matter of the assignment, and (iiiii) The assignee the Security Trustees shall have the sole right to exercise all rights, privileges, consents, privileges and remedies (either in its their own name or in the name of the Lessor for the use and benefit of the assigneeSecurity Trustees) which by the terms of the this Lease or by applicable law or principles of equity are permitted or provided to be exercised by Lessor. Lessee will confirm the above, and all other obligations of Lessee under this Lease, or such assignee in writing in such form as such assignee may require. (c) It is further understood and agreed that the right, title and interest of the security Trustees shall by the express terms granting and conveying the same be subject to the interest of Lessee agrees in and to promptly execute and cause to be executed all documents reasonably requested by any assignee of Lessor, including without limitation, corporate resolutions, incumbency certificates, opinions of counsel and acknowledgments of any assignment by Lessor of Lessor’s rights or any of them under this Leasethe Units.

Appears in 1 contract

Samples: Purchase Agreement (Conectiv Inc)

Assignments by Lessor. (a) The Lessor may at assign this Lease or any time Lease Supplement, together with the related Sites, or all or part of its beneficial interest in the Trust or any trust certificate for security. Such assignment will not release the Lessor from its obligations hereunder or be construed to be an assumption by the assignee of such obligations. Upon request by such assignee, the Lessee will make all payments of Basic Rent and Supplemental Rent payable to Lessor (or specified portions thereof) directly to such assignee; and the Lessee's obligations hereunder shall not be subject to any abatement whatsoever, and shall not be subject to any defense, set off, counterclaim or recoupment whatsoever whether by failure of or defect in the Lessor's title, or any interruption from time to time assign all whatsoever cause in the use, operation or possession of any of the Sites or any part of its rightsthereof, title and interest under this Lease, including without limitation, the Rent and other sums at or any time payable damage to Lessor under any or loss or destruction of the provisions Sites or any part thereof or by reason of this Lease. (b) No such assignee any indebtedness or liability, howsoever and wherever arising, of the Lessor to the Lessee or to any other Person or Governmental Authority or for any cause whatsoever, it being the intent hereof that the Lessee shall be unconditionally and absolutely obligated to perform any duty, covenant or condition required pay to be performed by Lessor under any the assignee all of the terms hereof, but on the contrary, Lessee by its execution hereto acknowledges and agrees that, notwithstanding any such assignment, each and all such covenants, agreements, representations and warranties of Lessor shall survive any such assignment and shall be and remain the sole liability of the Lessor. Without limiting the foregoing, Lessee further acknowledges and agrees that from and after the receipt by Lessee of written notice of any assignment from Lessor: (i) If so directed, all Rent and other sums Rents hereunder which are the subject matter of the assignment (unless the obligation to pay the same shall be paid terminated pursuant to the assignee thereof at the place express provisions of payment designated in the notice. (ii) this Lease). The rights Lessee will not, after obtaining knowledge of any such assignee in and assignment, consent to the rents and other sums payable by Lessee under any provisions modification of this Lease shall be absolute and unconditional and, except as otherwise stated herein, shall not be subject to any abatement, reduction defense, setoff, counterclaim or recoupment available to Lessee against Lessor, any assignee of Lessor, or the manufacturer or seller relevant Lease Supplement without the consent of the Equipment or any other person or entity for any reason whatsoeversuch assignee. (iii) The assignee shall have the sole right to exercise all rights, privileges, consents, and remedies (either in its own name or in the name of the Lessor for the use and benefit of the assignee) which by the terms of the Lease or by applicable law or principles of equity are permitted or provided to be exercised by Lessor. Lessee will confirm the above, and all other obligations of Lessee under this Lease, or such assignee in writing in such form as such assignee may require. (c) Lessee agrees to promptly execute and cause to be executed all documents reasonably requested by any assignee of Lessor, including without limitation, corporate resolutions, incumbency certificates, opinions of counsel and acknowledgments of any assignment by Lessor of Lessor’s rights or any of them under this Lease.

Appears in 1 contract

Samples: Master Lease Agreement (Perot Systems Corp)

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Assignments by Lessor. (a) Lessor may at any time and from time to time assign all or any part of its rightsright, title and interest under in this Lease, including without limitation, Lease and/or the Rent rents and other sums at any time payable due and to become due, or at any time owing or payable, by Lessee to Lessor under any of the provisions of this Leasethe Lease to the Security Trustees. Upon any such assignment, Lessor shall give written notice thereof to Lessee and thereafter all rents and other sums payable by Lessee hereunder shall be paid as the Security Trustees direct. (b) No From and after the receipt by Lessee of written notice of such assignee assignment to the Security Trustees (i) the Security Trustees shall not be obligated to perform any duty, covenant or condition required to be performed by Lessor under any of the terms hereof, but on the contrary, Lessee by its execution hereto hereof acknowledges and agrees that, that notwithstanding any such assignment, assignment each and all such covenantsduties, agreements, representations and warranties of covenants or conditions required to be performed by Lessor shall survive any such assignment and shall be and remain the sole liability of Lessor and of every person, firm or corporation succeeding (by merger, consolidation, purchase of assets or otherwise) to all or substantially all of the business assets or goodwill of Lessor. Without limiting the foregoing, Lessee further acknowledges and agrees that from and after the receipt by Lessee of written notice of any assignment from Lessor: (i) If so directed, all Rent and other sums which are the subject matter rights of the assignment shall be paid to the assignee thereof at the place of payment designated in the notice. (ii) The rights of any such assignee Security Trustees in and to the rents and other sums payable by Lessee under any provisions of this Lease shall not be absolute subject to any abatement whatsoever, and unconditional and, except as otherwise stated herein, shall not be subject to any abatement, reduction defense, setoffset-off, counterclaim or recoupment available whatsoever whether by reason of failure of or defect in Lessor's title or any interruption from whatsoever cause in the use, operation or possession of the Unit or any part thereof or any damage to or loss or destruction of the Unit or any part thereof or by reason of any other indebtedness or liability, howsoever and whenever arising, of Lessor to Lessee against Lessoror to any other person, firm or corporation or to any assignee of Lessorgovernmental authority or for any cause whatsoever, or it being the manufacturer or seller intent hereof that Lessee shall be unconditionally and absolutely obligated to pay the Security Trustees all of the Equipment or any rents and other person or entity for any reason whatsoever. sums which are the subject matter of the assignment, and (iiiii) The assignee the Security Trustees shall have the sole right to exercise all rights, privileges, consents, privileges and remedies (either in its their own name or in the name of the Lessor for the use and benefit of the assigneeSecurity Trustees) which by the terms of the this Lease or by applicable law or principles of equity are permitted or provided to be exercised by Lessor. Lessee will confirm the above, and all other obligations of Lessee under this Lease, or such assignee in writing in such form as such assignee may require. (c) It is further understood and agreed that the right, title and interest of the Security Trustees shall by the express terms granting and conveying the same be subject to the interest of Lessee agrees in and to promptly execute and cause to be executed all documents reasonably requested by any assignee of Lessor, including without limitation, corporate resolutions, incumbency certificates, opinions of counsel and acknowledgments of any assignment by Lessor of Lessor’s rights or any of them under this Leasethe Unit.

Appears in 1 contract

Samples: Purchase Agreement (Atlantic City Electric Co)

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