Effect of Permitted Assignments Sample Clauses

Effect of Permitted Assignments. Consent to any particular assignment shall not be deemed to be consent to any other assignment or waiver of the requirement that consent be obtained in the case of any other assignment. Notwithstanding anything to the contrary in this Agreement, upon any such assignment or other transfer of Lessee’s or Operator’s interests in this Agreement, as the case may be, that complies with the terms and conditions of Section 9.1.1, 9.1.2, 9.2.1 or 9.2.2, (1) the assignor or transferor (and its Affiliates and their respective officers, directors, shareholders, partners, members, agents, employees) shall be released and relieved from all liabilities and obligations under this Agreement arising or accruing on or after the effective date of the assignment or transfer, and (2) if and to the extent assumed by the assignee or transferee, the assignor or transferor (and its Affiliates and their respective officers, directors, shareholders, partners, members, agents, employees) shall be released and relieved from all such liabilities and obligations arising or accruing prior to the effective date of the assignment or transfer, and Lessee or Operator, as the case may be, shall look only to and have the right to enforce this Agreement directly and only against the assignee/transferee and its successors and assigns for the satisfaction of any such obligations. In the case of an assignment by Lessee, Operator shall be entitled to continue operating the Hotel under the terms and conditions hereunder for the remainder of the Term and shall earn its fees hereunder; provided, however, and notwithstanding Section 9.2 to the contrary, Lessee shall be entitled to assign or transfer Lessee’s interest in the Hotel or this Agreement to any assignee/transferee that does not meet the criteria of Section 9.1.1 or Section 9.2 without Operator’s consent but in such case, Lessee shall send Operator written notice and, whether or not Lessee sends such notice, Operator shall have the right to terminate this Agreement and, if such termination takes place during the Lockout Period, Operator shall be entitled to the Lockout Termination Fee.
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Effect of Permitted Assignments. A consent to any particular Assignment shall not be deemed to be a consent to any other Assignment or a waiver of the requirement that consent be obtained in the case of any other Assignment. Upon any Assignment by Owner or Manager permitted under this Article 9 or consented to by the other Party, the assigning Party shall be relieved of all liabilities and obligations under this Contract accruing after the effective date of such assignment. No such assignment shall relieve the assigning Party from its liabilities or obligations under this Contract accruing prior to the effective date of the Assignment, and, in the event of an Assignment by Owner, the assignee shall succeed to and assume responsibility for all obligations and liabilities including vacation, sick leave, severance and other benefits based on length of service accrued for Hotel Personnel as of the effective date of the Assignment.
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Effect of Permitted Assignments. A consent to any particular assignment shall not be deemed to be a consent to any other assignment or waiver of the requirement that consent be obtained in the case of any other assignment. Upon any such permitted assignment by Owner or Westin (except in the case of an assignment by Westin pursuant to clause (i) or (ii) of Section 9.2 above) the assigning party shall be relieved of all liabilities and obligations under this Agreement accruing after the effective date of such assignment. No such assignment shall relieve the assigning party from its liabilities or obligations under this Agreement accruing prior to the effective date of the assignment. Any assignee shall succeed to and assume responsibility for all obligations and liabilities including vacation, sick leave, severance, and other benefits based on length of service accrued for Resort Personnel as of the effective date of the assignment.
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Effect of Permitted Assignments. A consent to any particular Assignment shall not be deemed to be a consent to any other Assignment or a waiver of the requirement that consent be obtained in the case of any other Assignment. Except as otherwise provided in the case of an assignment under Section 11, (if the terms and conditions thereof are complied with), the assigning Party shall be relieved of all liabilities and obligations under this Agreement accruing after the effective date of such assignment; provided, however, notwithstanding the foregoing or anything to the contrary in Section 11, no such assignment shall relieve the assigning Party from its liabilities or obligations under this Agreement accruing prior to the effective date of the Assignment.
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Effect of Permitted Assignments. A consent to any particular assignment shall not be deemed to be a consent to any other assignment or a waiver of the requirement that consent be obtained in the case of any other assignment. No such assignment shall relieve the assigning party from its liabilities or obligations under this Agreement accruing prior to the effective date of the assignment.
Sample 1
Effect of Permitted Assignments. A consent to any particular Assignment shall not be deemed to be a consent to any other Assignment or a waiver of the requirement that consent be obtained in the case of any other Assignment. Except as otherwise provided under Section 9.3 of this Agreement, as of any permitted Assignment by Owner or, in the case of an assignment under Section 9.2.2 of this Agreement, Manager (if the terms and conditions thereof are complied with), the assigning Party shall be relieved of all liabilities and obligations under this Agreement accruing after the effective date of such assignment; provided, however, notwithstanding the foregoing or anything to the contrary in Sections 9.2 or 9.3 of this Agreement, no such assignment shall relieve the assigning Party from its liabilities or obligations under this Agreement accruing prior to the effective date of the Assignment; provided further, in the event of an Assignment by Owner, if the assigning Party does not rehire the employees of the Hotel, Owner or the assigning Party shall pay for vacation, sick leave, severance, and other similar benefits (based on length of service) accrued for Hotel Personnel as of the effective date of the Assignment.
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Related to Effect of Permitted Assignments

  • Effect of Supplemental Agreements Upon the execution of any supplemental agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder, shall be bound thereby.

  • Authorization and Binding Effect of Documents (a) Transferee (and any applicable Affiliate) has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which Transferee is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Transferee and the consummation by Transferee of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Transferee and Transferee’s equity holders and/or board of directors or managers. This Agreement has been, and each of the other Documents to which Transferee is to be a party will be, duly executed and delivered by Transferee at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Transferee is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Transferee enforceable against Transferee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

  • Continuing Effect of Agreement Except as amended by this Agreement, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement.

  • Effect of Prior Agreements This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Company or any predecessor of the Company and the Executive.

  • Mortgage Status; Waivers and Modifications Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither borrower nor guarantor has been released from its material obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date.

  • Binding Effect; Several Agreement; Assignments Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

  • Revocation and Effect of Consents, Waivers and Actions Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder's Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Securityholder.

  • Binding Effect of Documents This Agreement has been duly authorized, executed and delivered to Agent and Lenders by each Borrower, is enforceable in accordance with its terms and is in full force and effect.

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