Assignments of this Agreement Sample Clauses

Assignments of this Agreement. (a) Developer shall not assign this Agreement, or any of its rights or obligations herein or hereunder, except with the prior written consent of Coach Legacy (and only if such assignee assumes Developer’s obligations hereunder from and after the date of such assignment). Notwithstanding the foregoing, Developer may, without the consent of Coach Legacy, (i) assign this Agreement and its rights and obligations DOC ID - 24417143.10 - 29 - herein or hereunder to (x) Related or a Related Affiliate, (y) Oxford or an Oxford Affiliate, or (z) an Affiliate of Related and Oxford; provided, that in each case (A) no such assignment shall impair, vitiate or otherwise affect the obligations of Developer hereunder or the Related/Oxford Guarantor under the Related/Oxford Guaranty, (B) such assignment is made in connection with an assignment of all of Developer’s other rights and interests in and to the Building to such assignee, and (C) such assignment is made at the sole expense of Developer, and (ii) collaterally assign this Agreement to the Lender in accordance with and subject to any applicable terms and conditions as may be set forth in the Loan Documents. Any transfer of a direct or indirect interest in Developer shall constitute an assignment of this Agreement for purposes hereof if, as a result of such transfer, Developer is no longer controlled, directly or indirectly, by (x) Related or a Related Affiliate, (y) Oxford or an Oxford Affiliate or (z) Related and Oxford collectively. Any attempted assignment in violation of this Section 14.10(a) shall be null and void. (b) Coach Legacy shall not assign this Agreement, or any of its rights or obligations herein or hereunder, except with the prior written consent of Developer (and only if such assignee assumes Coach Legacy’s obligations hereunder from and after the date of such assignment). Notwithstanding the foregoing (but subject to the applicable provisions of the Loan Documents), Coach Legacy may, without the consent of Developer, assign this Agreement and its rights and obligations herein or hereunder to (i) Coach or one or more Affiliates of Coach, (ii) an entity created by merger, reorganization or recapitalization of or with Coach or any Affiliate thereof or (iii) a purchaser of all or substantially all of Coach Legacy’s, Coach’s, or their Affiliate’s assets or a purchaser of a controlling share of Coach Legacy’s, Coach’s, or their Affiliate’s stock or other ownership interest; provided, that in each case (A) ...
Sample 1See All (4)
AutoNDA by SimpleDocs
Assignments of this Agreement. Buyer shall not be entitled to assign its rights in, to and under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Buyer shall be entitled to assign its rights in, to and under this Agreement to an Affiliate of Buyer, Xxxxxxx Capital Essential Asset REIT Inc. (“Xxxxxxx REIT I”), Xxxxxxx Capital Essential Asset REIT II Inc. (“Xxxxxxx REIT II”), and/or any entity wholly owned by either Xxxxxxx REIT I or Xxxxxxx REIT II; in each case without the prior written consent of Seller; provided however (a) no such assignment shall be effective or binding on Seller until notice thereof has been delivered to Seller, (b) the assignee executes and delivers an assignment and assumption agreement in which such assignee assumes all of Buyer's rights, duties and obligations under this Agreement, (c) such assignment will not release Buyer from its primary obligation for the payment and performance of any and all obligations of Buyer pursuant to this Agreement, and (d) Buyer and any assignee, by accepting assignment of this Agreement, expressly agrees to defend and indemnify Seller from any litigation arising out of the assignment. “
Sample 1
Assignments of this Agreement. The Parties acknowledge that the terms, conditions and consideration for this Agreement were based on the unique characteristics of the specific Parties hereto, and therefore the Parties agree that neither Party may assign this Agreement, in whole or in part, to any Third Party, including in connection with the insolvency or bankruptcy of the Party or its Affiliate. Any attempted assignment in derogation of the foregoing will be void.
Sample 1
Assignments of this Agreement. (a) Developer shall not assign this Agreement, or any of its rights or obligations herein or hereunder, except, upon not less than ten (10) Business Days’ prior notice to SCA, to a Qualified Developer. Developer shall also have the right to assign and/or mortgage this Agreement to its lender. Any attempted assignment in violation of this Section 15.07(a) shall be null and void. (b) SCA shall not assign this Agreement, or any of its rights or obligations herein or hereunder, except that (i) after Substantial Completion of the School Fit-Out Work and performance by SCA of all of its financial obligations under this Agreement, SCA may assign this Agreement or such rights or obligations (including without limitation its rights under Section 6.03) to the New York City Department of Education a/k/a the Board of Education of the City School District of the City of New York, and (ii) SCA may assign this Agreement or such rights or obligations with the prior written consent of Developer. Any such assignee shall assume all of SCA’ s then remaining obligations hereunder and shall confirm such assumption, by a writing satisfactory to Developer, prior to the effective date of such assignment. No such assignment shall relieve SCA of any remaining financial or other obligations hereunder. Any attempted assignment in violation of this Section 15.07(b) shall be null and void.
Sample 1
Assignments of this Agreement. This Agreement shall inure and be to the benefit and binding upon the parties hereto, their respective heirs, successors and assigns; provided, however, that neither this Agreement nor the obligations hereunder may be assigned or transferred, in whole or in part, without the prior written consent of all parties, which shall not be unreasonably withheld.
Sample 1

Related to Assignments of this Agreement

  • Assignment of this Agreement (a) We may assign, transfer, sub-contract or sell our rights, benefits or obligations under this Agreement at any time to any of our Affiliates or to an unaffiliated third party and you consent to this without us having to notify you. (b) If we do so, or intend to do so, we may give information about you and the Account, including confidential information about you, the Account or this Agreement, to the relevant third party or Affiliate. (c) You may not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under this Agreement or any interest in this Agreement, without our prior written consent, and any purported assignment, charge or transfer in violation of this clause shall be void.

  • Amendments of this Agreement This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Directors/Trustees of a Fund, or by the vote of a majority of outstanding voting securities of a Fund, and (ii) a majority of those Directors/Trustees of a Fund who are not parties to this Agreement or interested persons of any such party and who have no direct or indirect financial interest in this Agreement or in any Agreement related to the Fund's Rule 12b-1 Plan, cast in person at a meeting called for the purpose of voting on such approval.

  • ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Investment Management Agreement between the Manager and the Fund shall have terminated for any reason; and this Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Manager or the Portfolio Manager.

  • Copies of this Agreement This Agreement shall be executed in four counterparts; each party holds one and the rest are used for the transaction of related formalities. Each of the copies shall be deemed as the original one and has the same effect.

  • Terms of this Agreement The Parties acknowledge that this Agreement and all of the respective terms of this Agreement shall be treated as Confidential Information of both Parties.

  • Amendment of this Agreement No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved in a manner consistent with the 1940 Act and rules and regulations thereunder and any applicable SEC exemptive order therefrom.

  • of this Agreement If the State elects to accept the defective or nonconforming Work, a Change Order will be issued to reflect a reduction in the Contract Sum. The Architect will recommend to the State the value of diminishment of the defective or nonconforming Work. Such adjustment shall be effected whether or not final payment has been made.

  • Termination and Amendment of this Agreement This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment. This Agreement may be amended only if such amendment is approved (i) by Underwriter, (ii) either by action of the Board of Trustees of the Trust or at a meeting of the Shareholders of the Trust by the affirmative vote of a majority of the outstanding Shares, and (iii) by a majority of the Trustees of the Trust who are not interested persons of the Trust or of Underwriter by vote cast in person at a meeting called for the purpose of voting on such approval. Either the Trust or Underwriter may at any time terminate this Agreement on sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party.

  • Benefits of this Agreement Nothing in this Agreement shall be construed to give to any person or corporation other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares).

  • Duration, Termination and Amendments of this Agreement This Agreement shall become effective as of the day and year first above written, shall govern the relations between the parties hereto thereafter and shall remain in force for a period of two years from its effectiveness, on which date it will terminate unless its continuance with respect to a Fund after that date is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of Citi Management at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the Fund. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees or by the "vote of a majority of the outstanding voting securities" of the Fund, or by the Manager, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment." This Agreement may be amended with respect to a Fund only if such amendment is approved by the "vote of a majority of the outstanding voting securities" of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!