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OTHER CONTRACT RIGHTS Sample Clauses

OTHER CONTRACT RIGHTS. To the extent assignable or transferable, only the contracts or agreements as set forth on the Certification of Operating Contracts (collectively, the "CONTRACT RIGHTS") related to the Real Property, Tangible Property or Leases (other than insurance policies), including, without limitation, Seller's interest in all management, employment, maintenance, construction, commission, architectural, parking, telecommunication, supply or service contracts, warranties, guarantees and bonds and other agreements related to the Improvements, Tangible Property, or Leases (collectively, the "OPERATING CONTRACTS") and that Purchaser elects to assume by delivery of written notice to Seller of Purchaser's Contract Assumption Notice as set forth in Exhibit "D" within ten (10) days of the receipt of the Assumption Approval as set forth in Section 9.1(a) below.
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OTHER CONTRACT RIGHTS. To the extent assignable or transferable, all contract rights (collectively, the “Contract Rights”) related to the Real Property, Tangible Property or Leases, including, without limitation, Seller’s interest in the following: management, maintenance, construction, commission, architectural, parking, telecommunication, supply or service contracts, warranties, guarantees and bonds and other agreements related to the Improvements, Personal Property or Leases that will remain in existence after Closing (collectively, the “Operating Contracts”).
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OTHER CONTRACT RIGHTS. All permits, applications, licenses and contracts to improve, use, develop, subdivide, sell, study, survey or appraise any of the Land and all contracts, plans and specifications including all amendments, modifications, supplements, general conditions and addenda thereof or thereto, prepared by or under the supervision of any architect, engineer, surveyor or appraiser for the account of Mortgagor in connection with the use or development of, or construction of improvements on or to, any of the Land;
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OTHER CONTRACT RIGHTS. All rights of Borrower under contracts with third parties other than for the payment of money.
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OTHER CONTRACT RIGHTS. Seller will convey its interests in any transferable Contracts by recordable assignment in a form satisfactory to Buyer. Such assignments will be accompanied by all consents which may be deemed necessary by Buyer. The rights to use the Seller s Intellectual Property Rights and graphics shall also be assigned to Buyer.
Sample 1
OTHER CONTRACT RIGHTS. Seller’s interest in all contract rights (collectively, the “Contract Rights”) related to the Land, Improvements, Personal Property or leases, if any, including, without limitation, Seller’s interest in the following: management, employment, maintenance, construction, commission, architectural, parking, supply or service contracts, warranties, guarantees and bonds and other agreements related to the Improvements, Personal Property, or leases that will remain in existence after Closing, if any (collectively, the “Operating Contracts”), subject to the limitations of Section 7.5.12.
Sample 1
OTHER CONTRACT RIGHTS. Since the Responsible Party may be held legally liable for the actions of the Driver the Responsible Party reserves the right to change contract provisions at any time or revoke the contract. The Driver can only change the contract with the consent of the Responsible Party. The Responsible Party makes the following vehicles available to the Driver: Vehicle 1 Vehicle 3 Vehicle 4 No other vehicles, including those owned or controlled by persons other than the Responsible Party, may be driven by the Driver without the consent of the Responsible Party. Permissible uses of vehicles include (check all that apply):  Drive to and from school  Drive to and from work  Drive to and from stores for shopping purposes  Errands  Other_  Other Vehicles with restricted use (describe here): This section describes various conditions which the Driver must meet in order to be eligible for driving privileges. Also described are certain restrictions to promote safe driving. Some restrictions can be lifted at the discretion of the Responsible Party as the Driver gains experience. Incidents where the Driver does not meet responsibilities or requirement or violates restrictions shall be assigned points as described in the following schedule. Accumulation of points shall result in consequences as described in the Consequences section of this contract. Check all that apply:  No night time driving 2 pts.  No driving after the hour of 2 pts.  No more than one passenger in the car at a time; this does not apply to adults 2 pts.  No tickets or moving violations 5 pts.  No interstate or highway driving 2 pts.  Seat belt use is required 2 pts.  No cell phone use while driving 2 pts.  No drinking in vehicle in which you are driving or riding ; applies to all vehicle occupants 2 pts.  No consumption of alcohol before or during driving (zero tolerance) 8 pts.  No driving on the following streets 2 pts.  No driving on the following streets during specified hours 2 pts. No racing (zero tolerance) 8 pts. Maintain a grade point average of 2 pts. Points will be applied and remain on record for 6 months.
Sample 1

Related to OTHER CONTRACT RIGHTS

  • Contract Rights The rights granted pursuant to this Article V shall be deemed to be contract rights, and no amendment, modification or repeal of this Article V shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.

  • Grant of Contract Right In connection with each sale of Additional Loans, VG Funding hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Original SLM ECFC Purchase Agreement, including all rights of VG Funding to proceed against SLM ECFC with respect to breaches of representations, warranties and covenants with respect to the applicable Additional Loans.

  • Other Contracts The Board of Supervisors may undertake or award other contracts for additional Work, and the Contractor shall fully cooperate with such other contractors and County employees and carefully fit his own Work to such additional Work as may be directed by OC Public Works. The Contractor shall not commit or permit any act, which will interfere with the performance of Work by any other contractor or by County employees.

  • Assignment of Contracts (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permitted. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.

  • Contract (Rights of Third Parties) Xxx 0000 22.1 No person who is not a party to this Grant Agreement shall have the right to enforce any of its terms.

  • No Other Contracts Other than this Agreement, there are no contracts, agreements or understandings between the Company or any of its Subsidiaries and any person that would give rise to a valid claim against the Company or any of its Subsidiaries or the Placement Agent for a brokerage commission, finder’s fee or other like payment with respect to the consummation of the transactions contemplated by this Agreement.

  • CONTRACT (RIGHTS OF THIRD PARTIES ACT 1999

  • The Contracts (i) will be sold by broker-dealers, or their registered representatives, who are registered with the Securities and Exchange Commission ("SEC") under the Securities and Exchange Act of 1934, as amended (the "1934 Act") and who are members in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); (ii) will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (iii) will be sold in compliance in all material respects with state insurance suitability requirements and NASD suitability guidelines.

  • Contracts (a) Section 4.13(a) of the Seller’s Disclosure Schedules contains a complete and correct list of all of the following Contracts, in effect as of the date of this Agreement, to which a Transferred Entity is a party, is bound by or subject to, or pursuant to which the BGI Business is conducted (the “Specified Contracts”): (i) any Contract for the placement, distribution or sale of shares, units or other ownership interests of a Fund that is reasonably expected to provide for payments to, or provide for payments from, a Transferred Entity in excess of $5,000,000 in 2009; (ii) any administration agreement or any other Contract for the provision of administrative services that is reasonably expected to provide for payments to, or provide for payments from a Transferred Entity in 2009 in excess of $10,000,000 and by its terms is not terminable without penalty by a Transferred Entity upon notice of 180 days or less; (iii) any Contract, other than a Benefit and Compensation Arrangement, that is reasonably expected to provide for payments to, or provide for payments from, a Transferred Entity in excess of $10,000,000 in 2009; (iv) any Contract prohibiting or materially restricting the ability of any Transferred Entity to conduct its business, to engage in any business or operate in any geographical area or to compete with any Person; (v) any Contract for any joint venture, strategic alliance, partnership or similar arrangement involving a sharing of profits or expenses or payments based on revenues, profits, or assets under management of any Affiliate of Parent or any Fund that is reasonably expected to account for revenue to the BGI Business in 2009 in excess of $10,000,000 on an annual (or annualized) basis or that would reasonably be expected to be material to the Transferred Entities, taken as a whole; (vi) any Contract relating to any Indebtedness of a Transferred Entity in an amount in excess of $5,000,000, other than: (A) any mortgage or similar Indebtedness secured by specific property owned by or on behalf of a Client; (B) any Indebtedness solely between Transferred Entities; or (C) any Indebtedness for which no Transferred Entity will be liable following the Closing; (vii) any Contract (including any so-called take-or-pay or keep well agreements) under which (A) any Person has directly or indirectly guaranteed or assumed Indebtedness, liabilities or obligations of any Transferred Entity in respect of the BGI Business that would reasonably be expected to be material to the Transferred Entities, taken as a whole, or (B) a Transferred Entity has directly or indirectly guaranteed or otherwise agreed to be responsible for Indebtedness or liabilities of any Person (other than any Transferred Entity) in each case in excess of $10,000,000; (viii) any Contract that provides for earn-outs or other similar contingent obligations that would reasonably be expected to result in annual payments in 2009 of $5,000,000 or more; (ix) any Contract entered into since January 1, 2007 for the acquisition or disposition of a Person or a division of a Person, or for the acquisition or sale of any assets (including Intellectual Property), properties, equity interests or rights, other than any such sale or acquisition in the ordinary course of business or any such sale or acquisition that would not reasonably be expected to be material to the Transferred Entities, taken as a whole; and (x) any BGI Affiliate Arrangement that will be in effect after the Closing. (b) Seller has made available to Buyer prior to the date of this Agreement a complete and correct copy of each written Specified Contract (except in certain instances such Specified Contracts or portions thereof have been withheld as described in Seller’s Disclosure Schedules or redacted) and accurate and complete descriptions of all material terms of each oral Specified Contract, including all material amendments, modifications and supplements thereto as in effect on the date of this Agreement. Each (i) Specified Contract, (ii) Investment Advisory Arrangement which accounts for more than $1,000,000 of revenue to the BGI Business on an annualized basis and (iii) Contract that is reasonably expected to provide for payments to a Transferred Entity in excess of $1,000,000 in 2009 that contains key person provisions pertaining to employees of a Transferred Entity ((i), (ii) and (iii) being the “Significant Contracts”) is in full force and effect, and is valid and binding on the Transferred Entity that is a party thereto, and, to the Knowledge of Seller, on each other party thereto. There exists no breach or default of any Significant Contract on the part of any Transferred Entity which (with or without notice or lapse of time or both) would, individually or in the aggregate, reasonably be expected to be material to the Transferred Entities, taken as a whole. No Transferred Entity has received any written notice of an intention to terminate, not to renew or to challenge the validity or enforceability of any Significant Contract, the termination, failure to renew or challenge of which would, individually or in the aggregate, reasonably be expected to be material to the Transferred Entities, taken as a whole. (c) As of the date hereof, no Transferred Entity has entered into and is bound by or subject to any of the following: (i) other than investment management and distribution Contracts entered into in the ordinary course of business consistent with past practice, any Contract providing for the indemnification of any Person with respect to liabilities, whether absolute, accrued, contingent or otherwise that would reasonably be expected to result in aggregate indemnification payments by a Transferred Entity in excess of $10,000,000; (ii) other than Contracts entered into in the ordinary course of business, any type of Contract to cap fees, share fees or other payments, share expenses, waive fees or to reimburse or assume any or all fees or expenses thereunder that in any such case would be material to the Transferred Entities, taken as a whole; or (iii) other than Contracts entered into in the ordinary course of business consistent with past practice, any Contract requiring any Transferred Entity (A) to co-invest with any other Person, (B) to provide seed capital or similar investment or (C) to invest in any investment product, in each case in an amount in excess of $5,000,000 individually. (d) Notwithstanding anything to the contrary contained in this Agreement, in no event shall Specified Contracts include any Investment Advisory Arrangement. (e) Attached as Section 4.13(e) of the Seller’s Disclosure Schedules is a description of any “most favored nation” provision in any Investment Advisory Arrangement which provided revenue to Seller and its Affiliates in excess of (i) $1,000,000 in 2008 for Investment Advisory Arrangement with U.S.-based clients and (ii) $5,000,000 in 2008 for all other Investment Advisory Arrangements. (f) Attached as Section 4.13(f) of the Seller’s Disclosure Schedules is a description of any “key person” provision pertaining to employees of a Transferred Entity in any Contract that is reasonably expected to provide for payments to a Transferred Entity in excess of $10,000,000 in 2009. (g) Seller has made available to Buyer a true and complete copy of its form of counterparty security lending (borrower default) indemnity Contract and its forms of cash fund capital support Contracts, in each case provided to certain funds and clients of the securities lending or short-term cash businesses of the BGI Business, and none of the Contracts used by the Transferred Entities for such purposes materially deviates from such standard forms.

  • Assignment of Contracts and Rights Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Purchased Asset or in any way adversely affect the rights of the Buyer or Seller thereunder. Seller will use commercially reasonable efforts (but without any payment of money by Buyer) to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will diligently cooperate in good faith in the thirty-five (35) days after the Closing to arrive at a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset.

Most Referenced Clauses

Most Referenced Definitions