Conditions of Assignments Sample Clauses

Conditions of Assignments. Prior to any assignee of a Membership Interest becoming a Member, the following conditions must have been satisfied: (a) The assignor, his legal representative or authorized agent must have executed a written instrument of assignment of such Membership Interest in form and substance reasonably satisfactory to the Members; (b) The assignee must have executed a written agreement, in form and substance reasonably satisfactory to the Members, to assume all of the duties and obligations of the assignor under this Agreement with respect to the assigned Membership Interest and to be bound by and subject to all of the terms and conditions of this Agreement; (c) The assignor, his legal representative or authorized agent, and the assignee must have executed a written agreement, in form and substance reasonably satisfactory to the Members, to indemnify and hold Member Newco and the Members harmless from and against any loss or liability arising out of the assignment; (d) The assignee must have executed such other documents and instruments as the Members may deem necessary to effect the admission of the assignee as a Member; and (e) The assignee (if not previously a Member of Member Newco) or the assignor must have paid the expenses incurred by Member Newco in connection with the admission of the assignee to Member Newco. (f) In the case of an assignment to a Third-Party Purchaser pursuant to Section 16.05(a) in which the JG Members are the Transferring Member (a "JG Members Exit Event"), (i) such Third-Party Purchaser (the "JG Members Substitute Member") shall have made a Member Funding to Member Newco (a "Incoming Equalizing Contribution") (which Incoming Equalizing Contribution Member Newco shall thereupon immediately distribute to CBL Member) in an amount such that, after giving effect to the distribution of the Incoming Equalizing Contribution to CBL Member, the JG Members Substitute Member's Capital Interest (expressed as a percentage) shall be equal to the JG Members Substitute Member's Profits Interest and (ii) the JG Members Substitute Member or its Affiliates shall provide CBL Member and its Affiliates, if any, and/or third-party lenders to Member Newco, as the case may be, with such additional agreements or undertakings as CBL Member or such lenders may reasonably require to replace or hold CBL Member and its Affiliates harmless from any liability, loss, cost or expense arising out of that portion of any then-outstanding loans (other than loans that are Man...
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Conditions of Assignments. The principal, in conjunction with the Superintendent’s designee, shall have the discretion to determine which extracurricular duties shall be offered at the site. It is expressly understood that the extra-curricular assignments are from year to year and are subject to annual written approval prior to the commencement of the assignment by the Superintendent or designee. Such assignments may be terminated during the school year if, in the opinion of the Superintendent or designee, the unit member fails to perform his/her regular or extracurricular assignments in a satisfactory or better manner. If the assignment is terminated during the course of the assignment, the unit member will be paid for services rendered prior to termination. Payment will be calculated based on the total number of days of required service. The stipend will be divided by the total number of days and this amount will be multiplied by the number of required days served. Preseason or other such optional preparation is at the discretion of the assigned unit member and is not compensated as part of the stipend.
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Conditions of Assignments. By accepting an assignment, the Practitioner agrees to comply with: a) the Act; b) this agreement; and c) the Private Practitioner Manual. The Practitioner will not be entitled to any lien or charge over any file, document or other item in connection with the provision of legal services by the Practitioner in any assigned matter.
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Conditions of Assignments. (a) Except to the extent provided in section 7.1, Xxxxxxx shall not have the right to transfer or assign all or any portion of its rights in, to and under this Agreement, without the consent of the Town, which consent may be withheld at the discretion of the Town. (b) Any assignment by Xxxxxxx will require the Assignee to be bound by the terms and conditions of this Agreement. Prior to giving consent to any proposed assignment, documentation showing that the Assignee has agreed to this requirement shall be submitted to the Town.
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Related to Conditions of Assignments

  • Conditions of Assignment If Lessee desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premises, it must so notify Lessor at least thirty days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereof.

  • Conditions of assignment or transfer (a) The consent of the Borrower required under paragraph (a) of Clause 21.1 (Assignments and Transfers by the Lender) to an assignment or transfer must not be unreasonably withheld or delayed. (b) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Initial Lender; and (ii) performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (c) A transfer will only be effective if the procedure set out in Clause 21.4 (Procedure for transfer) is complied with. (d) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or a Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs), then the New Lender or a Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or a Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

  • Obligations of Assignee Assignee agrees to take and hold the Warrant and any shares of stock to be issued upon exercise of the rights thereunder (the “Securities”) subject to, and to be bound by, the terms and conditions set forth in the Warrant to the same extent as if Assignee were the original holder thereof.

  • Conditions of Agreement This is a tentative Agreement and shall be of no force and effect unless and until all of the following occur: A. The tentative Agreement is approved by the Board of Trustees of the University of Maine System. B. The tentative Agreement is ratified by the bargaining unit membership of the Associated Faculties of the University of Maine System, MEA/NEA.

  • CONDITIONS OF SALE The sale is made by UNITED OVERSEAS BANK (MALAYSIA) BHD (hereinafter called “the Assignee/Bank”) in the exercise of the rights and powers conferred upon the Assignee/Bank in pursuance of the Loan Agreement Cum Assignment And Power of Attorney both dated the 28th day of April, 2011 executed by the Assignor/Borrower in favour of the Assignee/Bank and is made subject to all conditions and category of land use, expressed or implied or imposed upon or relating to or affecting the Property and subject to the terms and conditions contained herein.

  • Conditions Precedent to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or a portion of which may be waived in writing by the Seller;

  • Conditions Precedent to Obligations of the Sellers The obligations of the Sellers under this Agreement at the Closing and the consummation by the Sellers of the transactions contemplated hereby are subject to the satisfaction or fulfillment by the Buyer, prior to or at the Closing, of each of the following conditions, unless waived in writing by the Sellers:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • Conditions Precedent to the Obligations of Seller The obligations of Seller under this Agreement are subject to the each of the following conditions being met:

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