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.

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 8.3.1 an Outbound TWIC Non-Broadband IP License, Holdco hereby irrevocably appoints the Company as Holdco's exclusive agent for administering such Outbound TWIC Broadband IP License and hereby irrevocably assigns to the Company any and all right, title and interest in and to all royalties and other payments to be paid to Holdco pursuant to such Outbound TWIC Broadband IP License. Holdco shall, on behalf of itself and each of its Subsidiaries, at any time without charge to the Company, sign all papers, take all rightful oaths, and do all acts which the Company believes to be necessary, desirable or convenient to effect such appointment and assignment, including sending such letters as the Company may request directing licensees under such Outbound TWIC Non-Broadband IP Licenses to make payments to the Company. 8.3.2 an Inbound TWIC Broadband IP License, Holdco shall, to the fullest extent permitted by such Inbound TWIC Broadband IP License, exercise its rights for the maximum benefit and protection of the Company, and Holdco, to the fullest extent permitted without jeopardizing Holdco's license rights under such Inbound TWIC Broadband IP License, hereby irrevocably appoints the Company as an agent for Holdco under such Inbound TWIC Broadband IP License with full authority to act on behalf of Holdco to ensure that the TWIC Broadband Group enjoys the maximum benefit and protection of such Inbound TWIC Broadband IP License. Holdco shall, on behalf of itself and each of its Subsidiaries, at any time without charge to the Company, sign all papers, take all rightful oaths, and do all acts which the Company believes to be necessary, desirable or convenient to effect such appointment, including sending such letters as the Company may request advising licensors of such appointment.

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.

Failure of assignment. If Home Depot does not take assignment of the Marks pursuant to Article XI, and: (A) UIC is supplying a Vigoro-Branded Product to Home Depot (in any product category) as of the termination of Home Depot’s exclusivity and Minimum Annual Volume purchase obligations pursuant to Section 5.02(c), then UIC will continue to supply such Vigoro-Branded Product to Home Depot for the term of the Supply Obligations; or (B) Home Depot is making commercially significant sales of a Vigoro-Branded Product outside of the lawn and garden category that UIC does not supply to Home Depot as of the termination of Home Depot’s exclusivity and Minimum Annual Volume purchase obligations pursuant to Section 5.02(c), then the license granted to Home Depot pursuant to Section 3.01(a) and the license granted to Home Depot’s Third Party Licensee pursuant to Section 3.01(b) shall continue (i) only with respect to such Vigoro-Branded Product, (ii) only in those territories in which Home Depot has made any actual commercial sales; and (iii) for the lesser of ten (10) years or until Home Depot is no longer making substantial use of the Marks in commerce in connection with such Vigoro-Branded Product; or (C) Home Depot is making commercially significant sales of a Vigoro-Branded Product within the lawn and garden category that UIC does not supply to Home Depot as of the termination of Home Depot’s exclusivity and Minimum Annual Volume purchase obligations pursuant to Section 5.02(c), then the license granted to Home Depot pursuant to Section 3.01(a) and the license granted to Home Depot’s Third Party Licensee pursuant to Section 3.01(b) shall continue (i) only with respect to such Vigoro-Branded Product, (ii) only in those territories in which Home Depot has made substantial sales; and (iii) for one (1) year only to enable Home Depot to transition those products to another brand.

Failure of assignment. 8 8.4 Order of Precedence......................................................................8 9. ASSIGNMENT........................................................................................8 9.1 .........................................................................................9 9.2 .........................................................................................9

Related to Failure of assignment

Notification of Assignment Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
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.
Right of Assignment No consent shall be required pursuant to Clause 17.1 in the case of an assignment by a Party to an Affiliate provided that: (a) the Affiliate is technically capable of performing the Party’s obligations under this Agreement; and (b) the assigning Party shall not be relieved of any obligations that such Affiliate fails to perform.
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 Citizens and the Firm may each terminate a specific assignment or all assignments held by the Firm, at any time upon advanced written notice. Citizens may also reassign any matter at any time upon advanced written notice.
DURATION OF ASSIGNMENT The scope of services of this Assignment shall be completed no later than August 31, 2023, unless terminated earlier as provided in Section 3.2 of the Agreement. The schedule is subject to adjustments for possible time extension; however, any extension of time must be approved by the TFC and shall require an amendment to Assignment No. 1.
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.
Change of Assignment Mutual consent for a change in work year assignment must be reached by March 15 for the following academic year.
Acceptance of Assignment Assignee hereby accepts the assignment contained in paragraph 1 hereof.
Conditions of Assignment If Lessee desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premises, it must so notify Lessor at least thirty days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, 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) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to have been exercised unless Lessor gives Lessee 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, Lessor, 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 rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereof.

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