GUARANTY AND ASSIGNMENT Sample Clauses

GUARANTY AND ASSIGNMENT. BVI, or Parent in the event BVI fails to perform, shall unconditionally and irrevocably guarantee the full and punctual performance of all of the obligations of the Company and CDN2 under this Plan of Arrangement. CDN2 may assign all or a portion of its rights and obligations (including, without limitation, CDN2's obligations pursuant to section 4.2, the Retraction Call Right, the Liquidation Call Right and the Redemption Call Right) under this Plan of Arrangement to Parent or to BVI (collectively, the "Permitted Assigns" and either individually a "Permitted Assign") without the consent of the holders of Exchangeable Shares, provided that CDN2 shall not thereby be released from such obligations.
Sample 1
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GUARANTY AND ASSIGNMENT. Parent shall unconditionally and irrevocably guarantee the full and punctual performance of all of the obligations of the Company under this Plan of Arrangement. Parent may assign all or a portion of its rights and obligations (including, without limitation, Parent's obligations pursuant to section 4.2, the Retraction Call Right, the Liquidation Call Right and the Redemption Call Right) under this Plan of Arrangement to any Affiliate of Parent (collectively, the "Permitted Assigns" and either individually a "Permitted Assign") without the consent of the holders of Exchangeable Shares, provided that Parent shall not thereby be released from such obligations.
Sample 1
GUARANTY AND ASSIGNMENT. BVI, or Parent in the event BVI fails to perform, hereby unconditionally and irrevocably guarantees the full and punctual performance of all CDN2's obligations hereunder. CDN2 may assign all or a portion of its rights and obligations hereunder to Parent or to BVI (collectively the "Permitted Assigns" and either individually a "Permitted Assign") without the consent of Acquisition Sub whereupon Acquisition Sub, BVI or Parent shall enter into a supplemental agreement reflecting such assignment, provided that CDN2 shall not thereby be released from such obligations.
Sample 1
GUARANTY AND ASSIGNMENT. Redback hereby unconditionally and irrevocably guarantees the full and punctual performance of all of Newco's obligations hereunder. Newco may assign all or any portion of its rights and obligations hereunder to Redback or any Affiliate of Redback without the consent of either of the other parties hereto, provided that Redback or such Affiliate, as the case may be, enters into a supplemental agreement reflecting such assignment, in form and content acceptable to the other parties, acting reasonably.
Sample 1
GUARANTY AND ASSIGNMENT. 14.1 BVI, or Parent in the event BVI fails to perform, hereby unconditionally and irrevocably guarantee the prompt and full performance of all CDN2's and Acquisition Sub's obligations hereunder. CDN2, upon prior notice to the Trustee, may assign all of its rights and obligations hereunder to Parent or BVI (collectively the "Permitted Assigns" and either individually a "Permitted Assign") without the consent of Trustee or Acquisition Sub whereupon Trustee, Acquisition Sub, Parent or BVI shall enter into a supplemental trust agreement pursuant to section 11.5(c) reflecting such assignment, provided that CDN2 shall not thereby be released from such obligations.
Sample 1

Related to GUARANTY AND ASSIGNMENT

  • Amendment and Assignment This Agreement may be altered, amended or modified, including the addition of any extra policy provisions, by a written instrument signed by the Employer and the Employee. Either party may, subject to the limitations of Article IV, assign its interest and obligations under this Agreement, provided, however, that any assignment will be subject to the terms of this Agreement.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Succession and Assignment This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Transfer, Amendment and Assignment No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").

  • Benefit and Assignment This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No party hereto may voluntarily or involuntarily assign such party's interest under this Agreement without the prior written consent of the other parties.

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • Sublease and Assignment Tenant shall have the right without Landlord's consent, to assign this Lease to a corporation with which Tenant may merge or consolidate, to any subsidiary of Tenant, to any corporation under common control with Tenant, or to a purchaser of substantially all of Tenant's assets. Except as set forth above, Tenant shall not sublease all or any part of the Leased Premises, or assign this Lease in whole or in part without Landlord's consent, such consent not to be unreasonably withheld or delayed.

  • 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.

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