Deemed Assignments Sample Clauses

Deemed Assignments. Simultaneously with the Amendment Effective Date, any required assignments shall be deemed to be made in such amounts among the Revolving Lenders and from each Revolving Lender to each other Revolving Lender (including from any Revolving Lender that reduces its revolving commitment in connection with this Amendment), and any Existing Revolving Lender that is not a Revolving Lender hereunder shall be deemed to have assigned its Revolving Commitment and Advances to one or more Revolving Lenders hereunder, all as reasonably determined and managed by the Agent, in each case with the same force and effect as if such assignments were evidenced by applicable Assignments and Acceptances under the Credit Agreement, but without the payment of any related assignment fee. Notwithstanding anything to the contrary in the Credit Agreement or in this Amendment, no other documents or instruments, including any Assignment and Acceptance, shall be, or shall be required to be, executed in connection with the assignments set forth in this Section 5 (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Amendment Effective Date, (i) the applicable Revolving Lenders shall make full cash settlement with one another (including with any Revolving Lender whose revolving commitment is being decreased or any Existing Revolving Lender that is not a Revolving Lender), either directly or through the Agent, as the Agent may direct or approve, with respect to all assignments, reallocations and other changes in Revolving Commitments, such that after giving effect to such settlements the Pro Rata Share and Revolving Commitment of each Revolving Lender shall be as set forth opposite such Revolving Lender’s name on the signature pages hereof under the caption “Commitment” and (ii) each such Revolving Lender or Existing Revolving Lender shall be entitled to any reimbursement under Section 2.11 of the Credit Agreement or the Amended Credit Agreement, as applicable, with respect thereto.
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Deemed Assignments. Any change in the partners or members of Tenant (except to any of Tenant's Affiliates), if Tenant is a partnership or limited liability company, or, if Tenant is a corporation, any transfer of any or all of the shares of stock of Tenant (except to any of Tenant's Affiliates), resulting in a change in the identity of the person or persons owning a majority of equity interests in Tenant as of the date of this Lease, will be deemed to be an assignment within the meaning of this SECTION 11. However, a transfer of the stock or partnership or membership interests of Tenant if Tenant is a publicly held entity whose equity interests are traded on a national stock exchange, or in an initial public offering, will not constitute an assignment requiring Landlord's consent pursuant to this SECTION 11. A transfer of interests in Tenant's parent entity does not constitute a violation of this SECTION 11.2.
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Deemed Assignments. An assignment within the meaning of this Article shall be deemed to have occurred on a cumulative Change in Ownership (defined below) of more than 50% of the equity interests in Tenant since the date of this Lease or on a sale of all or substantially all of Tenant's assets, regardless of whether such sale includes an assignment of Tenant's rights under this Lease or a sublease of the Premises. "Change in Ownership" means (a) if Tenant is a partnership (which term shall include joint ventures) or limited liability company, any change in the partners or members of Tenant, or (b) if Tenant is a corporation whose outstanding voting stock is not listed on a recognized securities exchange, any transfer of the shares of stock of Tenant. However, a Change in Ownership does not include changes in partners or members or transfers of stock for estate planning purposes to a family member, a trust, a family partnership, or any similar estate planning transfer.
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Deemed Assignments. 15.3.1. For purposes of Section 15.2, (i) if Tenant is a Partnership, the sale, assignment or transfer of any general partner’s interest in such partnership, or (ii) if Tenant is a corporation, joint venture, limited liability company or other entity (other than a partnership), the transfer of interests in such corporation or other entity resulting in a change of control of such corporation, joint venture or other entity (excepting any corporation whose stock is listed and publicly traded on a recognized stock exchange), whether by operation of law or otherwise, and whether by sale, assignment or transfer of any issued and outstanding capital stock of any such corporation or by the issuance of any additional stock in any such corporation by sale, assignment or other transfer, shall be regarded as, and subject to the same provisions concerning, an assignment of this Lease or Sublease of the entire Premises, or substantially the entire Premises. Notwithstanding the foregoing provisions of this Section 15.3 to the contrary, (i) the sale, assignment or transfer to an Affiliate or to a Leasehold Mortgagee of any general or limited partner interest or other ownership interest in a partnership, joint venture, or other entity which is Tenant under this Lease, or (ii) any transfer in the voting control of Tenant to an Affiliate or to a Leasehold Mortgagee of any corporation (excepting a corporation whose stock is listed and publicly traded on a recognized stock exchange), which is a general partner of any partnership or is a venturer in any joint venture that is Tenant under this Lease or (iii) the formation of a new joint venture, new partnership or other new entity by a Leasehold Mortgagee and Tenant (or any Affiliate of Tenant or some or all of the general and limited partners of Tenant), said new joint venture, new partnership or other new entity thence becoming Tenant under this Lease, shall not require Landlord’s prior consent provided that (i) Tenant gives to Landlord (A) thirty (30) days advance notice of said occurrence identifying Leasehold Mortgagee, (B) executed counterparts of all instruments effecting said occurrence, (C) an executed counterpart of an instrument of assumption of all of the seller’s, assignor’s or transferor’s obligations under this Lease by said Leasehold Mortgagee, and (D) any such transaction involving a Leasehold Mortgagee is effected to further secure the Leasehold Mortgage or in enforcement of the remedies under the Leasehold Mor...
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Deemed Assignments. 29 10.4 Excess Consideration............................................. 29 10.5
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Deemed Assignments. Any change in the partners or members of Tenant, if Tenant is a partnership or limited liability company, or, if Tenant is a corporation, any transfer of any or all of the shares of stock of Tenant, resulting in a change in the identity of the person or persons owning a majority of equity or voting interests in Tenant as of the date of this Lease, will be deemed to be an assignment within the meaning of this Section 10. However, none of the following sales or transfers will constitute an assignment requiting Landlord's consent pursuant to this Section 10: (a) a transfer of the stock or partnership or membership interests of Tenant at any time that Tenant is a publicly held entity whose equity interests are traded on a national stock exchange; (b) any merger or consolidation transaction expressly permitted under Section 10.1; (c) any transfer or sale of stock solely among existing shareholders; (d) any transfer or sale of stock pursuant to Tenant's stock option programs; or (e) a private sale of stock wherein the existing shareholders of Tenant retain over 50% of the voting interests in Tenant.
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Deemed Assignments. In accordance with the provisions of Section 2.22 of the Credit Agreement, each Lender whose Commitment is decreasing (a “Decreasing Lender”) shall, by assignments to the Increasing Lenders (as defined below), sell a portion of the Loans held by it to each Increasing Lender, and each Lender whose Commitment is increasing (an “Increasing Lender”) shall, by assignments from the Decreasing Lenders, purchase a portion of the Loans A/72424390.8 held by such Decreasing Lender, in each case in such amounts (and the Decreasing Lenders and the Increasing Lenders shall, through the Administrative Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to such assignments and adjustments, the Lenders shall hold the Loans hereunder ratably in accordance with their respective Commitments set forth on Schedule 2.1 attached hereto. Such assignments shall be deemed to occur hereunder automatically, and without any requirement for additional documentation, on the date hereof notwithstanding anything to the contrary in Section 10.4 of the Credit Agreement. Each Decreasing Lender represents and warrants to each Increasing Lender to which any of its Loans are being assigned that it has not created any adverse claim upon the interest being assigned by it to such Increasing Lender hereunder and that such interest is free and clear of any adverse claim. In connection herewith, the Lenders hereby agree to waive the requirements set forth in the last sentence of Section 2.22 of the Credit Agreement.
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Deemed Assignments. Any change in the partners or members of Tenant (except to any of Tenant's Affiliates), if Tenant is a partnership or limited liability company, or, if Tenant is a corporation, any transfer of any or all of the shares of stock of Tenant (except to any of Tenant's Affiliates), resulting in a change in the identity of the person or persons owning a majority of equity interests in Tenant as of the date of this Lease, will be deemed to be an assignment within the meaning of this Section 11. However, a transfer of the stock or partnership or membership interests of Tenant if Tenant is a publicly held entity whose equity interests are traded on a national stock exchange, or in an initial public offering, will not constitute an assignment requiring Landlord's consent pursuant to this Section 11.
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Related to Deemed Assignments

  • Void Assignment Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.

  • Permitted Assignments A Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Agent in its discretion); and (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (ii) counterparties to swap agreements relating to any Loans; provided, however, that any payment by Borrowers to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Borrowers’ obligations hereunder to the extent of such payment, and no such assignment shall release the assigning Lender from its obligations hereunder.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

  • Valid Assignment No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer, assignment and conveyance of such Receivable under this Receivables Purchase Agreement or the Sale and Servicing Agreement or the pledge of such Receivable under the Indenture is unlawful, void or voidable or under which such Receivable would be rendered void or voidable as a result of any such sale, transfer, assignment, conveyance or pledge. The Seller has not entered into any agreement with any account debtor that prohibits, restricts or conditions the assignment of the Receivables.

  • 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.

  • Transfers and Assignments You cannot assign or transfer any interest in your account unless we agree in writing.

  • BUSINESS STRUCTURE AND ASSIGNMENTS 5.17.1 Contractor shall not assign this Agreement at law or otherwise or dispose of all or substantially all of its assets without the Director’s prior written consent. Nothing in this clause, however, prevents the assignment of accounts receivable or the creation of a security interest under Section 9.406 of the Texas Business & Commerce Code. In the case of such an assignment, Contractor shall immediately furnish the Director and CPO with proof of the assignment and the name, telephone number, and address of the Assignee and a clear identification of the fees to be paid to the Assignee. 5.17.2 Contractor shall not delegate any portion of its performance under this Agreement without the Director’s prior written consent.

  • SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

  • Non-Assignment PROVIDER shall neither assign its rights nor delegate its duties under this Agreement without the prior written consent of A&M System.

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

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