Complete Assignment Sample Clauses

Complete Assignment. This Agreement constitutes the complete understanding between the parties with respect to the subject matter hereof. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous agreements, negotiations, representations or discussions with respect to such subject matter. This Agreement may not be amended or modified except by a written instrument executed by parties hereto.
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Complete Assignment. All of the rights and obligations of Owner hereunder shall not be completely assigned or transferred, except that on thirty
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Complete Assignment. This Agreement embodies the complete agreement and understanding between the parties and supersedes and preempts any prior understandings, agreements or representations by or between the parties, whether written or oral, which relate to the subject matter hereof in any way.
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Complete Assignment. The Assignor acknowledges that the Assignment is a complete assignment and that the Assignor retains no right in or to the Intellectual Property, and the Assignor hereby irrevocably and unconditionally: (1) fully releases, remises, and forever discharges the Assignee and its shareholders, directors, officers, employees, contractors, agents, and all of their respective heirs, executors, administrators, successors and assigns from all manner of claims, proceedings, liabilities, obligations, actions, causes of action, suits, debts, dues, accounts, covenants, agreements, contracts, demands and costs, howsoever, or wheresoever arising, and whether now known or unknown, which exist as at the date hereof respect of the Intellectual Property; and (2) agrees not to commence any claims or proceedings against the Assignee, or any person, partnership, or other entity in respect of the Intellectual Property or the ownership or use thereof, provided however that the foregoing shall not preclude or prevent the Assignor from exercising any rights or remedies pursuant to the SS Agreement or any other Transaction Document.
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Complete Assignment. Developer may request the written consent of the City of an assignment of Developer’s complete interest in this Agreement. In such cases, the proposed assignee shall have the qualifications and financial responsibility necessary and adequate, as required by the City, to fulfill all obligations undertaken in this Agreement by Developer. The City shall be entitled to review and consider the ability of the proposed assignee to perform, including financial ability, past performance and experience. After review, if the City gives its written consent to the assignment, Developer shall be released from its obligations under this Agreement for that portion of the Property for which such assignment is approved.
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Complete Assignment. The assignments to Assignee are absolute assignments of Assignor’s entire right, title, and interest in the Leases and Rents, and are not intended as a mortgage, trust conveyance, deed of trust, collateral assignment, or security instrument. On delivery of this Assignment, Assignor shall have no further interest, including rights of redemption, or claims concerning the items assigned by this Assignment or the proceeds that may be derived from these items.
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Complete Assignment. (a) Notwithstanding any language to the contrary contained in the Notes or the Loan Documents, all the parties hereto acknowledge and agree that this Assignment shall operate as an absolute, unconditional and total assignment of all of Assignor's rights and duties under the Notes and the Loan Documents. On and after the Effective Date, Assignor shall be completely released from any and all obligations under the Notes or the Loan Documents and Assignee shall be fully substituted for Assignor under each such Note and Loan Document. Assignee agrees to be fully and solely responsible for all of Assignor's duties and liabilities under the Notes and the Loan Documents without recourse, in any form, to Assignor. (b) Borrower, Holdings and Stansley specifically acknowledge and agree that Assignee shall be fully substituted for the Assignor under the Notes and Loan Documents with all rights, privileges, duties, security interests and liens transferring in full to the Assignee. Assignor acknowledges and agrees that on and after the Effective Date it shall have no rights, privileges, interests in or obligations under the Notes or the Loan Documents, including, but not limited to, the right to receive payments from the Borrower or to realize upon any of the Collateral. Borrower, Holdings and Stansley further acknowledge and agree that except for the full substitution of the Assignee for the Assignor, nothing contained in this Assignment shall modify, amend, change, terminate or otherwise delete any provision, term or condition of the Notes or the Loan Documents each of which shall remain in full force and effect. (c) This present Assignment is separate from and not a part of the security for the Notes. All rights and remedies herein conferred may be exercised whether or not foreclosure proceedings are pending under the Deed of Trust. The existence of this Assignment shall not be construed as a waiver by Assignor or its successors and assigns of the right to enforce payment of the indebtedness evidenced by the Notes, in strict accordance with the terms and provisions of the Notes and the Loan Documents. (d) No more than ten (10) days after the Effective Date, Assignor shall deliver to Assignee any and all Collateral in the possession of the Assignor, including, but not limited to, any cash, certificates of deposits, share certificates, certificates of limited or general partnership interests, policies of title insurance, ACCORD statements of general insurance, etc. (e)...
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Related to Complete Assignment

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • Work Assignments Section 1. The Company shall determine whether to staff a position or fill a vacancy and the method or combination of methods it shall use for such purposes. In making this determination, the Company shall first give consideration to qualified internal candidates prior to off-street applicants. All vacancies within the Bargaining Unit shall be posted (manually or electronically) in such a fashion as to be accessible by employees. The posting shall include the title, pay range, and sufficient information regarding requirements and duties to adequately describe the vacancy. The vacancy shall remain posted for seven (7) calendar days. Section 2. In connection with Section 1. above, employees who have met a twelve (12) month time-in-title and location requirement shall be afforded the opportunity to submit to the Company a form on which they may identify their interest in being considered for vacancies which occur in the Bargaining Unit. Section 3. When a vacancy is to be filled from within the Bargaining Unit, Management will consider all qualified candidates who have forms on file relating to the vacancy in question. In selecting the employee to fill the position, the Company will first give due consideration to the candidates’ qualifications and past performance and where those factors are relatively equal, in the judgment of the Company, it shall consider seniority. Section 4. The Company agrees to provide the Union, in writing, the names and titles of all candidates selected under this Article, by the fifteenth (15th) calendar day after any such selection is made. Section 5. Nothing in this Agreement shall be applied or interpreted to restrict the Company in the exercise of its right to hire, promote or transfer; and, to the extent the needs of the business require, to have Bargaining Unit work performed by its supervisory personnel, or its right to make sales assignments without limitations.

  • Assignment Amendments Waiver and Contract Complete 032620-FDX

  • Room Assignments A. It is the policy of University to assign roommates without regard to veteran status, race, religion, age, sexual preference, disabilities, or national origin. Generally, Student may request to live with a designated student based on a self-selection process. In this instance, Student preference profiles may be considered by Student but will not be considered by University. If Student does not self-select a room space, University will assign a space to the Student. Alternatively, University may try to match roommates based on Student preference profiles. In any case, University cannot guarantee requested preferences in the room assignment process. University may assign or reassign Student without regard to requested preferences to a specific hall, room or roommate. B. If Student executes multiple contracts for housing accommodations in University-Owned and managed properties for an overlapping academic term, University may terminate the earliest executed contract(s). In such instance, University will email contract termination notice to Student in accordance with Section XVII. C. Students without disabilities may reside in Residence Hall rooms which have been specifically designed to accommodate persons with disabilities. In the event a Residence Hall room is needed to accommodate a person with a disability, Student may be required to relocate to alternate University Campus Housing accommodations. In this instance, University shall pay reasonable moving expenses to relocate occupant(s) to alternate accommodations. In this instance, University shall provide no less than three (3) days written notice prior to terminating the existing Contract. In addition, University will also credit $300 to each relocated student in appreciation of any inconvenience the student may experience. D. If permanent space is not available, the UT Arlington Housing Office may place Student in temporary space until permanent space is available. During this period, Student will earn a 25% credit on the daily rate of the room portion of the Contract. If the UT Arlington Housing Office places Student in a temporary space, Student is bound to the terms and conditions of the Contract through the fifth class day. After the fifth class day and before the UT Arlington Housing Office offers Student permanent space, Student may cancel the Contract upon written notice and payment of the prorated amount under the Contract for the number of days that Student occupied the temporary space. E. Only the person(s) assigned by the UT Arlington Housing Office to Student’s room may reside in the room. The UT Arlington Housing Office reserves the right to make changes in room assignments for such reasons as the UT Arlington Housing Office determines to be appropriate in its sole and absolute discretion, including, without limitation, roommate conflicts, pending disciplinary action, non-compliance with University Regulations, and disruptions to the community. F. If Student fails to move to a new location within the Residence Halls within twenty-four hours after the UT Arlington Housing Office has issued to Student authorization or direction to move, Student may be assessed an improper check out fee and referred to the Office of Community Standards for disciplinary action. G. Single occupancy in double rooms is allowed only on University’s prior approval, which may be withheld in its sole and absolute discretion. Requests for single occupancy must be submitted in writing to the Leasing Consultant in University Housing Office for approval. Single room occupancy in rooms designated as double occupancy will be charged at one and seven-tenths (1.7) times the double room rate. If the University has a waitlist for Residence Hall bed space, single room contracts may be changed to double room contracts. University will provide to Student a forty-eight (48) hour notice and the rent will be adjusted accordingly. H. If Student's roommate vacates the double room or if Student’s suitemates all vacate the suite, Xxxxxxx agrees to accept another roommate or suitemate as assigned. Student may be asked to move to another room if requested by the UT Arlington Housing Office. Failure to move may result in Student being charged a single room rate and improper check out fee in addition to a referral to the Office of Community Standards for disciplinary action. I. Room changes may be made only with the approval of the Residence Director. Hall and/or room type changes may be made only with approval of the UT Arlington Housing Office. Students who complete a hall and/or room type change will be required to sign a new contract. Once signed, no changes will be made to the contract until two weeks after the Residence Halls open. Requests for changes will be accepted on opening day and afterwards. J. University reserves the right to consolidate vacancies and close all or part of Residence Halls.

  • Assignment of Contracts GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

  • Room Assignment The Landlord will assign rooms in accordance with the current assignment practice set by Residence Services. The Landlord reserves the right to transfer or move Tenants when deemed necessary. Tenants failing to arrive within 48 hours of the specified move-in date, without informing Residence Services of the delay, will lose their room assignment.

  • Lease Assignment To the best of Seller's knowledge, the ------------------ Tenant has not assigned its interest in the Lease or sublet any portion of the premises leased to the Tenant under the Lease.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • SUBSEQUENT ASSIGNMENTS After the Effective Date, the Assignee shall have the right pursuant to Section 12.3.1 of the Credit Agreement to assign the rights which are assigned to the Assignee hereunder to any entity or person, provided that (i) any such subsequent assignment does not violate any of the terms and conditions of the Loan Documents or any law, rule, regulation, order, writ, judgment, injunction or decree and that any consent required under the terms of the Loan Documents has been obtained and (ii) unless the prior written consent of the Assignor is obtained, the Assignee is not thereby released from its obligations to the Assignor hereunder, if any remain unsatisfied, including, without limitation, its obligations under Sections 4, 5 and 8 hereof.

  • Overtime Assignments 1. In classifications where employees are eligible for overtime pay, overtime work shall be offered to employees within the work location involved from the appropriate work group in continuing rotation on the basis of seniority. Each employee shall be selected in turn according to his/her place on the seniority list by rotation provided, however, the employee whose turn it is to work possesses the qualifications, training and ability to perform the specific work required. 2. An employee requesting to be skipped when it becomes his/her turn to work overtime shall not be rescheduled for overtime work until his/her name is reached again in orderly sequence and an appropriate notation shall be made on the overtime roster. 3. In the event no employee accepts required overtime work, the State shall assign employees within the work location involved from the appropriate work group to perform the overtime work by continuing rotation in inverse order of seniority. Employees who are unavailable, including employees who are on vacation, sick leave or other approved leaves of absence, and employees for whom the requirement of overtime work would cause undue hardship, shall be excused from a required overtime assignment. Employees so excused shall not lose their eligibility for overtime work within the then current rotation. 4. Work in progress, when appropriate, shall be completed by the employee performing the work at the time the determination is made that overtime is required except that an employee for whom the requirement of overtime work would cause undue hardship shall be excused from the overtime assignment.

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