Interest Assignment Sample Clauses

Interest Assignment. An instrument of transfer in respect of the Interest in form mutually acceptable to Buyer and Seller, executed by Seller.
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Interest Assignment. IPT Holdco shall have delivered to Parent, its Affiliate or their "qualified intermediary" or "exchange accommodation titleholder" an Interest Assignment with respect to each Asset Sale Holdco (it being understood and agreed that such Interest Assignment shall provide that (x) such sale is on an "as is, where is" basis without any representation or warranty by IPT Holdco and (y) Parent and its Affiliates shall have no recourse against, and shall fully release, Company and its Affiliates).
Sample 1
Interest Assignment. 1.1 In connection with the Investment, the Company hereby agrees to assign the Investor the right to receive, pro rata, a one-half percent (0.5%) of the net profit generated from the Product in perpetuity from the Effective Date (the “Interest”). If the Investor exercises the option to fund the Optional Investment, then the Company shall assign the Investor an additional right to receive, pro rata, one percent (1%) of the net profit generated from the Product in perpetuity from the date the Optional Investment is delivered to the Company (the “Additional Interest”). “Net profit” shall be defined as the pre-tax profits generated from the Product after the deduction of all expenses incurred by and payments made by the Company in connection with the Product, including but not limited to an allocation of Company overhead based on the proportionate time, expenses and resources devoted by Company to Product-related activities, which allocation shall be determined in good faith by the Company (the “Net Profit”).
Sample 1
Interest Assignment. 1.1 In exchange for the Services provided by the third party consultants, the Consultant shall receive the right to receive, pro rata, five percent (5%) of the Net Profit generated from the Product in perpetuity from the Effective Date (the “Interest”). “
Sample 1
Interest Assignment. An Assignment and Assumption Agreement, in the form attached hereto as Exhibit B, transferring the Interests from Seller to Buyer (the “Interest Assignment and Assumption Agreement”), duly executed by Seller.
Sample 1
Interest Assignment. The Interest Assignment and Assumption Agreement, duly executed by Buyer.
Sample 1
Interest Assignment. 1.1 The Company hereby agrees to assign the Investor the right to receive, pro rata, six percent (6%) of the net profit generated from the Product in perpetuity from the Effective Date (the “Interest”). “Net profit” shall be defined as the pre-tax profits generated from the Product after the deduction of all expenses incurred by and payments made by the Company in connection with the Product, including but not limited to an allocation of Company overhead based on the proportionate time, expenses and resources devoted by Company to Product-related activities, which allocation shall be determined in good faith by the Company (the “Net Profit”).
Sample 1
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Interest Assignment. Each Entity Selling Group member or partner will convey the applicable Facility Owner Interests to Purchaser pursuant to an assignment of Facility Owner Interests in the form attached to this Agreement as Exhibit 8 (each, an “Interest Assignment”, and together with each of the Deeds, the Bills of Sale, the Existing Lease Termination Documents, and the Assignments of Rights are referred to collectively as the “Conveyance Documents”). At Seller’s sole election exercisable by delivery of written notice to Purchaser not less than ten (10) days prior to the Closing Date, Seller may convert any Facility Owner to a Property Seller, and in such event Purchaser shall not acquire the Facility Owner Interests for such Facility Owner. In the event Seller is unable to obtain any required consent to transfer to Purchaser any Facility Owner Interests with respect to any Facility Owner and its Facility, the applicable Facility Owner shall sell, convey and transfer (and Seller shall cause such Facility Owner to sell, convey and transfer) to Purchaser, at Closing, such Facility.
Sample 1

Related to Interest Assignment

  • Continuing Security Interest; Assignment This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Indenture. Each of the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Secured Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise.

  • Parties in Interest; Assignment This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors, assigns, heirs and/or personal representatives, except that neither this Agreement nor any interest herein shall be assigned or assignable by operation of law or otherwise by Employee without the prior written consent of the Company. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties and their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.

  • 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.

  • Assignment, Etc The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

  • Continuing Security Interest; Assignments Subject to Section 8.06, this Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the earlier of the payment in full in cash of the Secured Obligations then outstanding to the Secured Parties, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing subsection (c), any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under any Loan Document to which it is a party in accordance with the terms thereof to any other permitted Person or entity, and such other permitted Person or entity shall thereupon become vested with all the rights in respect thereof granted to such Secured Party herein or otherwise.

  • Patent Assignment Evidence of recording in US Patent Office of ----------------- Patent Assignment from Xxxxxxx X. Xxxxxxx to Borrower regarding United States Letters Patent Number 5,834,150 entitled "Solvent Vapor Fixing Methods and Process Color Toners for Use in Same".

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • Assignment of Contract Contractor shall not assign or otherwise transfer its rights under this Agreement, without the prior written consent of Client. Any attempt to make such an assignment without Client's consent shall be void. Client's consent shall not be reasonably withheld.

  • Amendment; Assignment This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. Except for the Management Stockholder’s right to assign his or her rights under Section 4(a) or the Company’s right to assign its rights under Section 4(b), no party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto.

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

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