Equitable Assignment Sample Clauses

Equitable Assignment. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer, as contemplated hereunder, of any Purchased Assets is prohibited by any applicable Laws or would require any governmental or third party Permits, including the Permits listed in Section 6.3 of the Disclosure Letter, and such Permits shall not have been obtained prior to the Closing (such Permits, collectively, "Delayed Consents"), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing the Parties shall use commercially reasonable efforts and shall cooperate with each other, to obtain promptly the Delayed Consents; provided that all reasonable out-of-pocket expenses of such cooperation and related actions shall be paid by Buyer. Pending receipt of the Delayed Consents or if such Delayed Consents are not obtained, the Parties shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer from and after the Closing, the rights and benefits of, and entitlements to exercise the Company's rights under, and effectively causing the Buyer to assume all Assumed Liabilities with respect to, such Purchased Assets and operations of the Business as if such assets and operations had been transferred by the Company to Buyer at Closing and any Liabilities associated with the arrangements specifically established by Buyer and the Company pursuant to this Section 8.6. Once any Delayed Consent is obtained, the Company shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Assets and operations of the Business to Buyer at Buyer's expense with Buyer responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closing; provided that no additional consideration shall be paid by Buyer to the Company for such relevant Purchased Assets.
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Equitable Assignment. To the extent the deliverables contemplated by Section 11 are third party consents or waivers which are required to be obtained under applicable law or the terms of a governing agreement in order to effect the transactions hereunder with respect to an applicable Property or Interest, but such consents or waivers have not been obtained at Closing, if the parties are otherwise required to close under the terms of Section 5, then the parties shall close the transactions hereunder but with respect to such outstanding deliverables, the parties shall continue to seek to obtain such consent or waiver, and until such time as it is obtained, the parties shall not transfer the Interest in breach of the applicable restrictions and instead shall enter into an equitable arrangement providing the Buyer or REIT II, as applicable, the benefits and risks of ownership with respect to the Interest for which the consent or waiver has not been obtained.
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Equitable Assignment. 47 17.16 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
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Equitable Assignment. The sale of the Hire Purchase Receivables by Notification Events These events shall include: (a) the Originator is for the purposes of Section 218(2) of the Act deemed to be unable to pay its debts as they fall due or suspends or threatens to suspend making payments (whether of principal or other payments) with respect to all or any class of its debts, or any other event set out in Section 218(1) of the Act occurs and in the case of any of the events aforementioned, the financial condition of the Originator is materially and adversely affected; (b) the net tangible assets of the Originator based on its latest consolidated financial statements falls below RM150,000,000; (c) a petition is presented or an order is made or a resolution is passed or any other action or step is taken for the winding up of the Originator (other than a solvent reorganisation on terms approved by the holders of the Class A Notes by Special Resolution) and the same is not discharged, withdrawn, set aside or discontinued within thirty (30) days; (d) (i) failure on the part of the Servicer to make any payment or deposit required under the relevant Transaction Documents within three (3) Business Days after the day such payment or deposit is required to be made or (ii) failure on the part of the Originator or the Servicer to observe or perform any other covenant or agreement of the Originator or the Servicer set forth in the relevant Transaction Documents and, if it is capable of being remedied, which continues unremedied for a period of twenty (20) Business Days after the earlier of discovery thereof by the Originator or the Servicer or receipt of written notice thereof from the Issuer, the Notes Trustee or the Notes Security Trustee; (e) any representation or warranty made by the Originator in the relevant Transaction Documents or any information required to be given by the Originator to the Issuer and/or Notes Trustee proves to have been incorrect or misleading in any material respect when made or delivered and continues to be incorrect or misleading in any material respect for a period of thirty
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Equitable Assignment. To the extent that any of the Stations Assets are not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third party or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof
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Equitable Assignment. Assignment by the Sellers to the Issuer of the benefit of the Purchased Receivables derived from Financing Contracts governed by the laws of England and Wales will take effect in equity only because no notice of the assignment will be given to Obligors. In addition the previous sale by VWFS to Dunyard took effect in equity only. The giving of notice to the Obligor of VWFS' assignment (whether directly or indirectly) to the Issuer would have the following consequences: (a) Notice to the Obligor would "perfect" the assignment so that the Issuer would take priority over any interest of a later encumbrance or assignee of VWFS' rights who has no notice of the assignment to the Issuer; (b) Notice to an Obligor would mean that the Obligor should no longer make payment to VWFS as creditor under the Financing Contract but should make payment instead to the Issuer. If the Obligor were to ignore a notice of assignment and pay VWFS for its own account, the Obligor might still be liable to the Issuer for the amount of such payment. However, for so long as VWFS remains the Servicer under the Servicing Agreement it is also the agent of the Issuer for the purposes of the collection of the Purchased Receivables and will, accordingly, be accountable to the Issuer for any amount paid to it in respect of the Purchased Receivables; (c) Until notice is given to the Obligor, equitable set-offs (such as for misrepresentation or breach of contract as referred to in "Liability For Dealer's Misrepresentations And Breach Of Contract" at paragraph 16 below) may accrue in favour of the Obligor in respect of his obligation to make payments under the relevant Financing Contract. These may, therefore, result in the Issuer receiving less monies than anticipated from the Purchased Receivables. The assignment of any Purchased Receivables to the Issuer will be subject both to any prior equities which have arisen in favour of the Obligor and to any equities which may arise in the Obligor's favour after the assignment until such time (if ever) as he receives actual notice of the assignment. If an Xxxxxxx claims that a right of set-off or counterclaim has arisen in his favour against VWFS and fails to pay in full all amounts due from him under his Financing Contract and VWFS reasonably determines that the claim is valid, VWFS will indemnify the Issuer against the amount set-off or counterclaimed by such Obligor; (d) Notice to the Obligor would prevent VWFS and the Obligor amending the relevant F...
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Related to Equitable Assignment

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

  • Delegation; Assignment PFPC may assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant provisions of the 1940 Act; and (iii) PFPC and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee).

  • Subletting Assignment Check the appropriate box to allow or deny the tenant to sublet the dwelling unit. If a landlord is allowing the tenant to sublet, it is important to indicate the number of days the tenant must notify the landlord of the subtenant’s contact information.

  • Modification; Assignment No amendment or other modification, rescission, release, or assignment of any part of this Agreement shall be effective except pursuant to a written agreement subscribed by the duly authorized representatives of the parties hereto.

  • 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.

  • Overtime Assignment A. In institutional settings when the Agency determines that overtime is necessary, overtime shall be offered on a rotating basis, to the qualified employees who usually work the shift where the opportunity occurs. If no qualified employees on the shift desire to work the overtime, it will be offered on a rotating basis first to the qualified employee with the most state seniority at the work site. When there are no volunteers to work the overtime as outlined above, and/or where an emergency exists, reasonable overtime hours may be required by the Agency. Such overtime shall be assigned, on a rotating basis, first to the qualified employee with the least state seniority at the work site. This policy shall not apply to overtime work which is specific to a particular employee’s claim load or specialized work assignment or when the incumbent is required to finish a work assignment. B. In non-institutional settings, the Agency reserves the right to schedule and approve overtime. In emergency situations overtime may be approved after the fact. Required overtime that can be worked by more than one (1) employee at the work site (that which is not specific to the particular employee’s case load or specialized work assignment) will be offered on a rotating, state seniority basis. If no qualified employee volunteers for the work, or where an emergency exists, then the qualified employee with the least state seniority at the work site will be assigned on a rotating basis. C. The parties recognize that in both institutional and non-institutional settings, that the Employer has the right to require mandatory overtime where necessary; however, the Employer will not abuse the utilization of mandatory overtime.

  • Shift Assignments When an opening occurs in a shift assignment in an appropriate work group at a location, preference shall be given to employees within the classification who possess the training, ability and any required special qualifications to perform the work required, on the basis of seniority. In the event that no employee desires a shift assignment, employees shall be selected in order of inverse seniority. This provision shall not apply to necessary training assignments. This provision shall not in itself alter the practice of rotating shifts where such practice presently exists. No employee who has a regular shift assignment on the effective date of the Agreement shall be involuntarily displaced from such shift assignment as a result of this Article.

  • Teaching Assignments No employee shall be assigned to teach in a grade level and/or subject area not within the scope of his/her teaching certificate, except where a position within his/her certification is unavailable or when mutually agreed to by the affected employee and principal, or when determined necessary by the principal. Employees assigned to positions outside the scope of their certificates shall be assigned as soon as possible to positions for which they hold certification.

  • Assumption Agreement The Buyer shall have executed and delivered to the Seller the Assumption Agreement.

  • 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.

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