Nature of Assignment. This instrument transfers legal title and possession of all of Assignor’s assets in the Assignment Estate; provided, that this Assignment constitutes a transfer of only those assets that can be transferred legally and does not constitute a transfer of property that it is illegal to transfer. Assignee, in its sole discretion, may determine whether to continue all or a part of the business operations of Assignor or to liquidate Assignor’s assets.
Nature of Assignment. The assignment contained in the foregoing PARAGRAPHS A and B shall be fully operative and create, and are intended and shall be construed to create an absolute assignment for security purposes without any further action on the part of either party.
Nature of Assignment. Transmission Customer may assign use of its Firm Point-to-Point Transmission Service or Conditional Firm Point-to-Point Transmission Service reservation on a firm or non-firm basis and for periods of one or more hours. In the event an assignment or transfer is made on a non-firm basis, the Assignee will exercise its assigned or transferred rights in accordance with the terms applying to Non-Firm Point-to-Point Transmission Service under the ML Transmission Procedures.
Nature of Assignment. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN PARAGRAPH 2 ABOVE, ASSIGNEE HEREBY ACKNOWLEDGES AND AGREES THAT THE ASSIGNMENT OF THE SUBJECT PARTNERSHIP INTEREST IS ON AN "AS IS, WHERE IS" BASIS AND THAT ASSIGNOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, THE PARTNERSHIP OR THE SUBJECT PARTNERSHIP INTEREST. ASSIGNEE ACKNOWLEDGES THAT (A) ASSIGNEE OR AN AFFILIATE OF ASSIGNEE HAS BEEN A GENERAL PARTNER IN THE PARTNERSHIP SINCE MARCH 10, 1982, AND IT HAS HAD FULL AND ADEQUATE OPPORTUNITY TO COMPLETE ALL PHYSICAL, FINANCIAL AND OTHER EXAMINATIONS AND DUE DILIGENCE RELATING TO THE ACQUISITION OF THE SUBJECT PARTNERSHIP INTEREST HEREUNDER PRIOR TO THE DATE HEREOF, AND IT HEREBY ACCEPTS THE SUBJECT PARTNERSHIP INTEREST, APPROVES OF SUCH MATTERS AND AGREES TO PURCHASE THE SUBJECT PARTNERSHIP INTEREST ON AN "AS IS" BASIS; AND (B) IT WILL ACQUIRE THE SAME SOLELY ON THE BASIS OF SUCH EXAMINATIONS AND NOT ON ANY INFORMATION PROVIDED BY ASSIGNOR (OTHER THAN AS EXPRESSLY PROVIDED IN PARAGRAPH 2 ABOVE).
Nature of Assignment. The assignment made hereby is executed as collateral security, and the execution and delivery hereof shall not in any way impair or diminish any obligations of the Assignor to the Bank under the Assignor's Note or any obligations of the Assignor or of the Borrower to the Assignor under the Company Note or the security Agreement, nor shall any of such obligations be imposed upon the Bank. The Bank shall not be required to make any inquiry as to the nature or sufficiency of any payment received by the Bank, or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to the Bank or to which it may be
Nature of Assignment. Borrower agrees that Lender shall have sole and exclusive possession of the original Note Collateral, including the original Shortfall Note and Xxxxxxxxxx Note, and that the assignment contained in this Section 10 constitutes a present and current assignment of the Note Collateral and is effective upon the execution and delivery hereof. Payments under or with respect to the Note Collateral shall be made as follows:
10.3.1 Lender shall have the right, at any time, to notify the Note Obligors under the Note Collateral, of the assignment of the Note Collateral to Lender hereunder and, at any time during the continuance of an Event of Default, to direct Borrower and Note Obligors to pay all Note Payments directly to Lender.
10.3.2 So long as an Event of Default is not continuing, within one business day of receipt, Borrower shall pay to Lender Lender’s share of each and every Note Payment received by Borrower as and when required under the Note. All such payments received by Borrower during the continuance of an Event of Default shall be immediately delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such payments shall be held in trust for Lender. All Note Payments received by Lender (other than during the continuance of an Event of Default) shall constitute Mandatory Principal Payments and applied to the Note in accordance with Section 3 of the Note.
10.3.3 During the continuance of an Event of Default, Borrower hereby agrees that it shall pay, and Borrower hereby authorizes and directs CIC to thereafter pay all Shortfall Note Payments and Xxxxxxxxxx to pay all Xxxxxxxxxx Note Payments directly to Lender, and any and all such Shorftall Note Payments and Xxxxxxxxxx Note Payments received by Borrower shall be promptly delivered to Lender in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such payments shall be held in trust for Lender and upon receipt by Lender shall be applied to the Indebtedness.
10.3.4 Borrower hereby irrevocably designates and appoints Lender, as its true and lawful attorney-in-fact, which appointment is coupled with an interest, at any time during the continuance of an Event of Default, either in its name or otherwise, for the purpose of taking any or all of the following actions: to a...
Nature of Assignment. For the purposes and subject to the terms set forth herein, this Assignment is an absolute, unconditional, and presently effective assignment from Borrower to Administrative Agent, for the benefit of itself and Lenders, of all of the Collateral. Notwithstanding the foregoing, at all times other than during an Event of Default by Borrower under the Loan Agreement or any other Loan Document, Borrower shall, subject to the terms and conditions of this Assignment, have the right to use, employ and enjoy the benefits of and enforce its rights under the Contracts and have the right to use any of the Collateral. The acceptance of this Assignment will not constitute a satisfaction of any of the Obligations, and nothing in this Assignment shall be deemed to obligate Administrative Agent to enforce compliance with the terms or conditions of the Collateral, and Administrative Agent may institute such legal action and otherwise exercise any of its rights and powers under the Loan Documents in such manner as it may deem advisable at any time it shall see fit to do so, and for any cause for which the same might have been instituted or done had this Assignment not been made.
Nature of Assignment. The assignment made hereby is executed as collateral security, and the execution and delivery hereof shall not in any way impair or diminish any obligations of the Assignor to the Bank under the Assignor's Note or any obligations of the Assignor or of the Borrower to the Assignor under the Company Note or the security Agreement, nor shall any of such obligations be imposed upon the Bank. The Bank shall not be required to make any inquiry as to the nature or sufficiency of any payment received by the Bank, or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to the Bank or to which it may be entitled hereunder at any time. Assignor shall indemnify and hold harmless the Bank from any liability, loss, damage or expense the Bank may incur under the Company Note or Security Agreement by reason of this assignment. Upon the payment of the principal of, and all interest on the Assignor's Note and the performance and observance of the provisions thereof, the assignment made hereby and all rights herein assigned to the Bank shall cease and terminate and all the right, title and interest of the Bank in and to the above described assigned property shall revert to the Assignor or to such person or persons as may be legally entitled thereto, and the Bank shall at the request of the Assignor or any such person, deliver to the Assignor an instrument, in recordable form, canceling and discharging this Assignment.
Nature of Assignment. This Assignment is intended by Borrower, Agent and Lender to create, and shall be construed to create an absolute collateral assignment to Agent, for the benefit of Lender, subject only to the terms and provisions hereof and the other Loan Documents. This Assignment is effective immediately. Notwithstanding the foregoing, Agent hereby grants to Borrower, not as a limitation or condition hereof, but as a personal covenant available only to Borrower, and not to any lessee or other person, an exclusive, revocable license to perform under the Assigned Documents, and to retain, use and enjoy, perform and enforce all of the terms, conditions, covenants, entitlements and benefits of and under the same. Such license shall be revoked automatically only upon the occurrence and during the continuance of any Event of Default as set forth in the Loan Documents, and otherwise shall remain in full force and effect throughout the term hereof.
Nature of Assignment. The assignment includes the following activities if they are marked with a cross or separately specified:
