GGP AND WHITEHALL OPTION ASSIGNMENT Sample Clauses

GGP AND WHITEHALL OPTION ASSIGNMENT. The Company and Westfield U.S. Investments Pty. Limited, an Australian corporation ("Westfield"), shall have executed and delivered an Assignment and Assumption Agreement, substantially in the form of Annex XIII (the "Assignment and Assumption Agreement"), pursuant to which (a) Westfield would assign to the Company all of its rights under (i) the GGP Option Agreement, dated as of December 19, 1995 (as amended, the "GGP Option Agreement"), among the Company, Westfield and GGP Limited Partnership ("GGP"), pursuant to which GGP granted to Westfield a first option (the "1996 GGP Option") to acquire a portion of the outstanding Class A Common Stock held by GGP (the "1996 GGP Optioned Shares") and a second option (the "1997 GGP Option", and together with the 1996 GGP Option, the "GGP Options") to acquire the remaining Class A Common Stock held by GGP (the "1997 GGP Optioned Shares", and together with the 1996 GGP Optioned Shares, the "GGP Optioned Shares") and (ii) Whitehall Option Agreement, dated as of December 19, 1995 (as amended, the "Whitehall Option Agreement", and together with the GGP Option Agreements, the "Option Agreements"), pursuant to which the Whitehall Group (as defined in Section 8.1) granted to Westfield an option (the "Whitehall Option", and together with the GGP Options, the "Options") to acquire outstanding Class C Common Stock held by the Whitehall Group (the "Whitehall Optioned Shares", and together with the GGP Optioned Shares, the "Optioned Shares"), and (b) the Company would assume all of the obligations of Westfield as the "Purchaser" under the Option Agreements.
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Related to GGP AND WHITEHALL OPTION ASSIGNMENT

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

  • Termination; Assignment This Agreement may be terminated by either party at any time upon the provision of ninety days prior written notice thereof to the other. Any such termination, however, will not affect the Company’s ongoing obligations to make payments to NCPS in accordance with the terms hereunder. Both parties acknowledge that the duties and obligations provided for herein are personal in nature and agree that neither this Agreement nor any of such duties or obligations may be assigned by either party without the express written consent of the other, except that NCPS may assign its rights and obligations under this contract to an affiliated broker-dealer with Company’s prior written consent. This provision specifically does not prevent or enjoin NCPS from entering into any licensing, syndication, or selling agreement as described in Section 3 with the Company’s prior written consent.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Executive Assignment No interest of Executive or his spouse or any other beneficiary under this Agreement, or any right to receive any payment or distribution hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against, Executive or his spouse or other beneficiary, including claims for alimony, support, separate maintenance, and claims in bankruptcy proceedings.

  • Benefit; Assignment Subject to provisions herein to the contrary, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns. No party may assign this Agreement without the prior written consent of the other party; provided, however, that a party hereto may assign its interest (or a portion thereof) in this Agreement to an Affiliate, but, in such event, the assignor shall be required to remain obligated hereunder in the same manner as if such assignment had not been effected.

  • Invention Assignment and Confidentiality Agreement The Executive agrees and acknowledges that the Executive is bound by the Employee Invention Assignment and Confidentiality Agreement entered into by and between the Executive and the Company (the “Confidentiality Agreement”), including but not limited to the Executive’s confidentiality, non-competition and non-solicitation obligations thereunder.

  • Delegation; Assignment PFPC Trust may assign its rights and delegate its duties hereunder to any affiliate of PFPC Trust or of The PNC Financial Services Group, Inc., provided that PFPC Trust gives the Fund 30 days' prior written notice of such assignment or delegation.

  • Term and Termination; Assignment; Amendment (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b).

  • 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.

  • Restrictions on Assignment Consultant may not assign or otherwise transfer his rights or delegate its obligations created hereunder to any third party without the prior written consent of the Company. Notwithstanding the foregoing, this Agreement shall bind and inure to the benefit of the successors and assigns of the parties.

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