Omnibus Assignment Sample Clauses

Omnibus Assignment. At Closing, Sellers will deliver an Omnibus Assignment of Intellectual Property Rights executed by those Sellers or other persons designated by SFC on Schedule 10.07 assigning to Archway any intellectual property rights which may be owned or retained by such Sellers in the Owned Intellectual Property Rights.
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Omnibus Assignment. Seller shall execute, acknowledge and deliver to Buyer an omnibus assignment (the "Omnibus Assignment"), conveying and transferring to Buyer all right, title and interest of Seller, if any, in and to all permits, warranties, intangible personal property, plans relating to the Units and other matters set forth herein.
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Omnibus Assignment. THIS OMNIBUS ASSIGNMENT (this “Assignment”), made as of the day of January, 2006 by CBRE Realty Finance Holdings III, LLC, a Delaware limited liability company, having an office at City Place I – 37th Floor, 000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000 (“Assignor”), to , a , having an office at (“Assignee”). KNOW ALL MEN BY THESE PRESENTS, that in consideration of the sum of TEN DOLLARS ($10.00) lawful money of the United States and other good and valuable consideration, to it in hand paid at or before the ensealing and delivery of these presents, the Assignor by these presents does grant, bargain, sell, convey, assign, transfer and set over unto Assignee without recourse and without covenant, representation or warranty in any respect (except as expressly provided herein and in the Master Repurchase Agreement (as hereinafter defined)), the [include description of asset] as evidenced by the participation and related loan documents referenced in the schedule attached hereto as Exhibit A (the “Asset Schedule”) and made a part hereof (the “Asset Documents”) and all of Assignor’s right, title and interest in, to and under the Asset Documents, and all of Assignor’s right, title and interest, if any, in, to and under all other documents executed and/or delivered in connection with the [include description of asset] evidenced and/or secured by the Asset Documents (the “Asset”), including, without limitation, all of Assignor’s right, title and interest in the Asset and any collateral, security, certificates of deposit, letters of credit, performance bonds, demands, causes of action, all related certificates, bank accounts, operating accounts, reserve accounts, escrow accounts and other accounts, opinions, financial statements of the Borrower (as defined in the Asset Schedule) and any guarantors and any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Asset, all rights and benefits of Assignor related to the Asset Documents and such other documents, and all of Assignor’s rights, title and interest in, to and under all claims and choses in action related to the Asset and/or the Asset Documents. Assignor represents and warrants that the Asset Schedule represents a true, correct and complete list of all material participation and loan documents delivered in connection with the Asset, that true counterpart originals of the Asset Documents have been delivered to Assignor in connection with the Asset, that true counterpart original...
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Omnibus Assignment. Execute and deliver to Seller duplicate counterpart originals of the Omnibus Assignment.
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Omnibus Assignment. To the extent that Seller owns Licenses ------------------- or other Property (other than Real Property) and rights under the PERA Agreement, the Cyprus Agreement, the Reciprocal Access Agreement and the Drainage Agreement to be transferred at Closing, Buyer and Seller shall deliver an omnibus assignment ("Omnibus Assignment") assigning the Property (other than the Real Property) to Buyer. Seller will indemnify, defend and hold Buyer harmless from and against any and all claims, damages, losses, costs, or expenses, including reasonable attorneys' fees, with respect to such Property with respect to acts, omissions or events occurring or arising prior to the Closing Date, and Buyer will assume the obligations of Seller thereunder and will indemnify, defend and hold Seller harmless from any and all claims, damages, losses, costs, and expenses, including reasonable attorneys' fees, under such Property with respect to acts, omissions or events occurring on or after the Closing Date and during Buyer's ownership.
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Omnibus Assignment. TPF and the Existing Administrator, as applicable, hereby assigns all of its right, title, interest and obligations, in to and under the Transaction Documents (including each Collection Account Agreement) to Market Street and the Successor Administrator, as applicable. Each of the Seller, Arch, the Servicer and the Subsidiary Originators hereby consents to such assignment.
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Omnibus Assignment. THIS GENERAL ASSIGNMENT (This “Assignment”) is made as of this 29th day of June, 2011, by TNP SRT CONSTITUTION TRAIL, LLC, a Delaware limited liability company having a place of business at c/o Thompson National Properties, LLC, 0000 Xxxx Xxxxxx, Xxx. 000, Xxxxxx, XX 00000 (“Assignor”) in favor of , a , having a place of business at (“Assignee”). For good and valuable consideration, Assignor and Assignee hereby agree as follows: Assignor hereby sells, assigns, transfers and conveys to Assignee all of Assignor’s right, title and interest in and to all of the notes described in Schedule A annexed hereto and the loans evidenced by such notes, including any and all guaranties and collateral and other security for the Loan, which notes are secured by a mortgage lien encumbering the premises described in Schedule 2 annexed hereto. This Assignment shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. This Assignment shall be governed by the laws of the State of New York.
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Omnibus Assignment. A duly executed counterpart to the Omnibus Assignment in substantially the form of Exhibit E attached hereto.
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Omnibus Assignment 
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Related to Omnibus Assignment

  • 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.

  • Inventions Assignment During the Employment Period, the Executive shall promptly disclose, grant and assign to the Company for its and its Affiliates’ sole use and benefit any and all inventions, improvements, technical information and suggestions reasonably relating to the business of the Company and its Affiliates (collectively, the “Inventions”) that the Executive may develop or acquire during the Employment Period (whether or not during usual working hours), together with all patent applications, letters patent, copyrights and reissues thereof that may at any time be granted for or with respect to the Inventions. In connection with the previous sentence, the Executive shall, at the expense of the Company, including a reasonable payment based on the Executive’s last per diem earnings with the Company for the time involved if (a) the Executive is not then in the Company’s employ, or (b) if the Executive is not then receiving severance payments pursuant to Section 8(b) above, or (c) if the Executive has not otherwise received one or more severance payments with respect to such period (whether on a lump sum, pre-paid, or accelerated basis or otherwise), (i) promptly execute and deliver such applications, assignments, descriptions and other instruments as may be necessary or proper in the opinion of the Company to vest title to the Inventions and any patent applications, patents, copyrights, reissues or other proprietary rights related thereto in the Company and to enable it to obtain and maintain the entire right and title thereto throughout the world, and (ii) render such reasonable assistance to the Company as may be required in the prosecution of applications for said patents, copyrights, reissues or other proprietary rights, in the prosecution or defense of interferences or infringements that may be declared involving any said applications, patents, copyrights or other proprietary rights and in any litigation in which the Company may be involved relating to the Inventions. The covenant contained in this Section 11 shall survive the termination or expiration of the Employment Period and any termination of this Agreement.

  • Amendments; Assignments A. Except as provided to the contrary herein, this Agreement may not be amended or modified in any manner except by a written agreement executed by both parties with the formality of this Agreement.

  • Successors; Assignment; Amendments; Waivers No Partner may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a Partner or other Person transfers Common Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all rights under this Agreement with respect to such transferred Common Units as such Partner has, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

  • Successors; Assignment This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties; provided however, that Borrower may not assign or transfer its interest hereunder without Bank's prior written consent. Bank reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Bank's rights and benefits under each of the Loan Documents. In connection therewith, Bank may disclose all documents and information which Bank now has or may hereafter acquire relating to any credit subject hereto, Borrower or its business, or any collateral required hereunder.

  • Amendments and Waivers; Assignment (i) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and a majority in interest of the Holders or, in the case of a waiver, by the party or parties against whom the waiver is to be effective; provided, however, that waiver by the Holders shall require the consent of a majority in interest of the Holders.

  • 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.

  • 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.

  • 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.

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