Failure of assignment Sample Clauses

Failure of assignment. If for any reason the assignment of any of the Assigned Agreements referred to in Clause 3.2 (Assignment) is found to be ineffective and/or if any sums payable in respect of such Assigned Agreements are received by a Company, such Company following the occurrence and during the continuance of an Event of Default and notification of the same by the Security Trustee shall hold the benefit of such Assigned Agreements and any such sums received by it in trust for the Security Trustee, and shall account to the Security Trustee for or otherwise apply all such sums as the Security Trustee may direct and shall otherwise at its own cost take such action and execute such documents as the Security Trustee may in its reasonable discretion require to effect such assignment.
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Failure of assignment. If for any reason the assignment of any of the Secured Assets referred to in Clause 3.2 is found to be ineffective and/or if any sums payable in respect of such Secured Assets are received by the Company, the Company shall hold the benefit of such Secured Assets and any such sums received by it on trust for the Security Trustee and shall account to the Security Trustee for or otherwise apply all such sums as the Security Trustee may direct and shall otherwise at its own cost take such action and execute such documents as the Security Trustee may reasonably require.
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Failure of assignment. 8 8.4 Order of Precedence......................................................................8 9. ASSIGNMENT........................................................................................8 9.1 .........................................................................................9 9.2 .........................................................................................9
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Failure of assignment. In the event that a particular TWIC Broadband IP License cannot be assigned by Holdco to the Company after assistance has been fully rendered in accordance with the obligations set forth in Section 16.3.1, then, with respect to such a TWIC Broadband IP License that is
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Failure of assignment. If any of the rights purporting to be transferred hereby cannot be transferred without a related Seller Consent, and if any such Seller Consent has not been obtained or if any attempted assignment would be ineffective or would affect Assignee’s rights thereunder such that Assignee would not in fact receive all such rights, Assignor shall cooperate with Assignee to obtain such Seller Consents following Closing. To the extent any Seller Consents cannot be obtained, this Assignment shall not constitute a conveyance, assignment or transfer of the related Assigned Contract, or an attempted conveyance, assignment of transfer thereof. In those cases where Seller Consents have not been obtained at or prior to Closing, this Assignment shall constitute an equitable assignment by Seller to Buyer of all of Seller’s rights, benefits, title and interest in and to such Assigned Contracts, and where necessary or appropriate, Seller shall be deemed to be Buyer’s agent for the purpose of completing, fulfilling and discharging all of Buyer’s rights and liabilities arising after the Closing Date with respect to such Assigned Contracts. Seller shall take all steps and actions reasonably necessary to provide Buyer with the benefit of such Assigned Contracts (including, but not limited to (i) enforcing any rights of Seller arising with respect to such Assigned Contracts (including, without limitation, the right to terminate in accordance with the terms thereof upon the advice of Buyer) or (ii) permitting Buyer to enforce any rights arising with respect to such Assigned Contracts) as if they had been sold, conveyed, assigned or transferred to Buyer. Buyer shall assume, indemnify and hold Seller harmless against all liabilities, obligations, costs and expenses with respect to and which may arise out of actions taken by Buyer or by Seller at the request of Buyer in order to provide Buyer with the benefit of such Assigned Contracts or the receipt, delivery, or performance of any goods or services under any Assigned Contract.
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Failure of assignment. If Home Depot does not take assignment of the Marks pursuant to Article XI, and:
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Related to Failure of assignment

  • Notice of Assignment Upon its receipt of a duly executed and completed Assignment Agreement, together with the processing and recordation fee referred to in Section 10.6(d) (and any forms, certificates or other evidence required by this Agreement in connection therewith), Administrative Agent shall record the information contained in such Assignment Agreement in the Register, shall give prompt notice thereof to Company and shall maintain a copy of such Assignment Agreement.

  • Terms of Assignment (a) Date of Assignment:

  • RIGHT OF ASSIGNMENT (6) The Lessee will not assign, transfer, pledge, hypothecate, surrender or dispose of this lease, or any interest herein, sublet, or permit any other person or persons whomsoever to occupy the Premises without the written consent of the Lessor being first obtained in writing; this lease is personal to Lessee; Lessee’s interests, in whole or in part, cannot be sold, assigned, transferred, seized or taken by operation at law, or under or by virtue of any execution or legal process, attachment or proceedings instituted against the Lessee, or under or by virtue of any bankruptcy or insolvency proceedings had in regard to the Lessee, or in any other manner, except as above mentioned. Notwithstanding any provision in this Lease, Lessee may, without Lessor consent, execute and deliver one or more leasehold mortgages (or leasehold trust deeds) to any lender to Lessee with respect hereto.

  • Prohibition of Assignment This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by Consultant without the prior written consent of the Company. Any assignment of rights or delegation of duties or obligations hereunder made without such prior written consent shall be void and of no effect.

  • Termination of Assignment Upon payment in full of the Debt, this Assignment shall become and be void and of no effect.

  • Effect of Assignment Subject to the terms and conditions of this Section 9.6, as of the “Effective Date” specified in the applicable Assignment Agreement: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 9.8) and be released from its obligations hereunder (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising prior to the effective date of such assignment; (iii) the Revolving Commitments shall be modified to reflect the Revolving Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Revolving Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Revolving Loan Notes to Administrative Agent for cancellation, and thereupon Company shall issue and deliver new Revolving Loan Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Revolving Loans of the assignee and/or the assigning Lender.

  • Acceptance of Assignment Assignee hereby accepts the assignment contained in paragraph 1 hereof.

  • Delivery of Assignment On or prior to the Addition Date, (i) the Transferor has delivered to the Trust the Assignment and (ii) the Transferor has indicated in its computer files that the Receivables created in connection with the Additional Accounts have been transferred to the Trust and (iii) shall deliver to the Trust a computer file containing a true and complete list of all Additional Accounts identified by account number and the aggregate amount of the Receivables in such Additional Accounts as of the related Addition Cut Off Date, which computer file or microfiche list shall be as of the date of such Assignment, incorporated into and made a part of such Assignment and the Transfer and Servicing Agreement.

  • Conditions of Assignment If Tenant desires to assign or sublet all or any part of the Leased Premises to an unaffiliated entity, it shall so notify Landlord at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or sublease. Tenant shall provide Landlord with a copy of the proposed assignment or sublease and such information as Landlord might request concerning the proposed sublessee or assignee to allow Landlord to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen (15) days after Landlord’s receipt of Tenant’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Landlord shall have the following options: (a) cancel this Lease as to the Leased Premises or portion thereof proposed to be assigned or sublet; (b) consent to the proposed assignment or sublease, 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 after Tenant first recoups its out of pocket leasing costs in connection with the assignment or sublease, exceeds the Rent payable under the Lease for such space, Tenant shall pay to Landlord fifty percent (50%) of all such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant, or (c) refuse, in its sole and absolute discretion and judgment, to consent to the proposed assignment or sublease, which refusal shall be deemed to have been exercised unless Landlord gives Tenant 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, Landlord, 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 rent becoming due to Tenant by reason of the assignment or sublease, and Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such sums. Any collection directly by Landlord from the assignee or sublessee shall not be construed to constitute a novation or a release of Tenant or any guarantor from the further performance of its obligations under this Lease.

  • Instruments of Assignment Executive will sign and execute all instruments of assignment and other papers to evidence vestiture of Executive's entire right, title and interest in such inventions, improvements, discoveries, software, writings or other works of authorship in Ceridian, at the request and the expense of Ceridian, and Executive will do all acts and sign all instruments of assignment and other papers Ceridian may reasonably request relating to applications for patents, patents, copyrights, and the enforcement and protection thereof. If Executive is needed, at any time, to give testimony, evidence, or opinions in any litigation or proceeding involving any patents or copyrights or applications for patents or copyrights, both domestic and foreign, relating to inventions, improvements, discoveries, software, writings or other works of authorship conceived, developed or reduced to practice by Executive, Executive agrees to do so, and if Executive leaves the employ of Ceridian, Ceridian shall pay Executive at a rate mutually agreeable to Executive and Ceridian, plus reasonable traveling or other expenses.

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