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), 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 Amended Credit Agreement, but without the payment of any related assignment fee. Notwithstanding anything to the contrary in the Amended 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 6 (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), 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 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. 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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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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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 Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor 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.

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

  • Non-Assignment This Agreement shall not be assigned by either party without the written consent of the other party.

  • Transfer and Assignment Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (A) Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable to the assignor or transferor immediately before the assignment or transfer, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount, except to the extent that such additional amount was not payable by the assignor or transferor immediately before the assignment or transfer, in either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. 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; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Parties Bound; Assignment This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder.

  • Successors and Assigns; Assignments Agreement shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns permitted hereby, except that neither party may assign or transfer any of its rights hereunder without the prior written consent of the other party.

  • Further Assignments The Seller acknowledges that Ally Auto may, pursuant to the Further Transfer Agreements, sell the Receivables to the Issuing Entity and assign its rights hereunder and under the First Step Receivables Assignment to the Issuing Entity, subject to the terms and conditions of the Further Transfer Agreements, and that the Issuing Entity may in turn further pledge, assign or transfer its rights in the Receivables and this Agreement and the First Step Receivables Assignment. The Seller further acknowledges that Ally Auto may assign its rights under the Custodian Agreement to the Issuing Entity.

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