OCEAN RANCH CONTRACT ASSIGNMENT Sample Clauses

OCEAN RANCH CONTRACT ASSIGNMENT. Notwithstanding the foregoing provisions of this section 12, if SELLER elects to give a Termination Notice under sections 12.2, 12.3 or 12.4 above at any time prior to the date that Ocean Ranch Developer determines SELLER is obligated to proceed with the closing under the Ocean Ranch Contract, SELLER agrees to cooperate in good faith with BUYER to provide for the assignment of SELLER's rights and obligation under the Ocean Ranch Contract to BUYER, subject to compliance will all of the following conditions and requirements: (a) SELLER give BUYER notice of SELLER's intention to terminate the Ocean Ranch Contract no later than ten (10) days prior to the date such termination of the Ocean Ranch Contract will be effective; (b) prior to the expiration of such ten (10) day period, BUYER shall enter into an assignment and assumption agreement with SELLER, providing for (i) the assignment of SELLER's rights, without representation or warranty or recourse, to BUYER, (ii) BUYER assumption of any and all liabilities and obligations of SELLER under the Ocean Ranch Contract, including BUYER's agreement to indemnify, defend and hold harmless SELLER from any claims by Ocean Ranch Developer on account of BUYER's failure to perform any of the assumed obligations, (iii) BUYER's payment to SELLER within thirty (30) days of the following amounts: (aa) SELLER's deposits under Sections 5(a) and (b) of the Ocean Ranch Contract, (bb) SELLER's Grading Deposit under Section 5(c) of the Ocean Ranch Contract and (cc) all Development Costs paid or incurred by SELLER; (iv) SELLER's agreement to indemnify, defend and hold harmless BUYER with respect to any accrued obligation or liability to the Ocean Ranch Developer that would have survived and remained enforceable against SELLER even if SELLER had exercised its right of termination under the Ocean Ranch Contract and the assignment to BUYER had not taken place, and (v) such other commercially reasonable terms and conditions as approved by BUYER and SELLER, in their respective reasonable discretion; (c) in no event or circumstance shall SELLER be liable to BUYER on account of Ocean Ranch Developer's refusal to permit such assignment in accordance Section 12 of the Ocean Ranch Contract nor on account of any default by Ocean Ranch Developer and (d) any obligation of SELLER to give notice or otherwise provide for such assignment shall immediately terminate in the event SELLER receives any Termination Notice from BUYER under section 11 above....
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Related to OCEAN RANCH CONTRACT ASSIGNMENT

  • Contract Assignment You cannot assign this contract to another person nor sublet any part of the premises.

  • Shift Assignment Should the University elect to establish a shift on any other schedule than the regular day shift (Monday through Friday) or to assign employees to work on any such shift, the employee(s) with the most seniority in the classification affected or to be assigned on such shift shall have preference in moving to such shift. If an insufficient number of employees in the classification elect to move to such shift, then the employee(s) with the least seniority in the classification shall be assigned to such shift. If positions or shifts are reduced or eliminated or movement of personnel to other shifts is required, then the seniority of the affected employee will prevail in the selection of shift, provided the affected employee can do the required work. Such shift preference is only applicable within the employee's classification.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Assignment of Contract A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

  • Assignment Amendments Waiver and Contract Complete 032620-FDX

  • Overtime Assignment A. In institutional settings when the Agency determines that overtime is necessary, overtime shall be offered on a rotating basis, to the qualified employees who usually work the shift where the opportunity occurs. If no qualified employees on the shift desire to work the overtime, it will be offered on a rotating basis first to the qualified employee with the most state seniority at the work site. When there are no volunteers to work the overtime as outlined above, and/or where an emergency exists, reasonable overtime hours may be required by the Agency. Such overtime shall be assigned, on a rotating basis, first to the qualified employee with the least state seniority at the work site. This policy shall not apply to overtime work which is specific to a particular employee’s claim load or specialized work assignment or when the incumbent is required to finish a work assignment. B. In non-institutional settings, the Agency reserves the right to schedule and approve overtime. In emergency situations overtime may be approved after the fact. Required overtime that can be worked by more than one (1) employee at the work site (that which is not specific to the particular employee’s case load or specialized work assignment) will be offered on a rotating, state seniority basis. If no qualified employee volunteers for the work, or where an emergency exists, then the qualified employee with the least state seniority at the work site will be assigned on a rotating basis. C. The parties recognize that in both institutional and non-institutional settings, that the Employer has the right to require mandatory overtime where necessary; however, the Employer will not abuse the utilization of mandatory overtime.

  • Assignment of Contracts GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

  • Shift Assignments When an opening occurs in a shift assignment in an appropriate work group at a location, preference shall be given to employees within the classification who possess the training, ability and any required special qualifications to perform the work required, on the basis of seniority. In the event that no employee desires a shift assignment, employees shall be selected in order of inverse seniority. This provision shall not apply to necessary training assignments. This provision shall not in itself alter the practice of rotating shifts where such practice presently exists. No employee who has a regular shift assignment on the effective date of the Agreement shall be involuntarily displaced from such shift assignment as a result of this Article.

  • ASSIGNMENT AND SUB-CONTRACTING The benefit and burden of this Contract may not be assigned or sub-contracted in whole or in part by the Contractor without the prior written consent of the Department. Such consent may be given subject to any conditions which the Department considers necessary. The Department may withdraw its consent to any sub-contractor where it no longer has reasonable grounds to approve of the sub-contractor or the sub-contracting arrangement and where these grounds have been presented in writing to the Contractor.

  • Lease Assignment To the best of Seller's knowledge, the ------------------ Tenant has not assigned its interest in the Lease or sublet any portion of the premises leased to the Tenant under the Lease.

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