Rights and Obligations of Assignee; Release of Assignor Sample Clauses

Rights and Obligations of Assignee; Release of Assignor. (a) From and after the Settlement Date, the Assignee shall be entitled to all rights, powers and privileges of the Assignor and shall perform all of the duties and obligations of the Assignor under the Loan Agreement and the other Loan Documents, to the extent of the Assigned Shares, including without limitation (i) the right to receive all payments in respect of the Assigned Shares which are unpaid on the Settlement Date or become payable from and after the Settlement Date, whether on account of principal, interest, fees, indemnities, increased costs, additional amounts or otherwise, (ii) the right to vote and to instruct the Agent under the Loan Agreement to the extent of the Assigned Shares, (iii) the right to set off and to appropriate and apply deposits of the Canadian Borrower as set forth in the Loan Agreement or any other Loan Document, (iv) the right to receive notices, requests, demands and other communications from the Agent and/or any other party required to give notices, requests, demands or other communications, (v) the obligation to fund all payments required to be made by a Lender holding an Assigned Share, and (vi) the obligation to provide to the Agent any withholding tax forms and other information prescribed by the applicable taxation authority certifying as to the Assignee's status for purposes of determining exemption from withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty. From and after the Settlement Date, the Assignor shall be released from all duties and obligations under the Loan Agreement and all other Loan Documents to the extent of the Assigned Shares.
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Rights and Obligations of Assignee; Release of Assignor. From and after the Settlement Date, the Assignee shall be entitled to all rights, powers and privileges of, and shall perform all of the duties and obligations of, the Assignor under the Credit Agreement and all related documents, to the extent of the Assigned Share, including without limitation (i) the right to receive all payments in respect of the Assigned Share which are unpaid on the Settlement Date or become payable from and after the Settlement Date, whether on account of principal, interest, fees, indemnities, increased costs, additional amounts or otherwise, (ii) the right to vote and to instruct the Agent under the Credit Agreement to the extent of the Assigned Share, (iii) the right to set off and to appropriate and apply deposits of the Borrower (and any other obligor) as set forth in the Credit Agreement or any related document, (iv) the right to receive notices, requests, demands and other communications from the Agent, the Borrower and/or any other party required to give notices, requests, demands or other communications, (v) the obligation to fund all payments required to be made by a lender holding the Assigned Share [and (vi) ------- the obligation to provide to the Agent any withholding tax forms and other -------------------------------------------------------------------------------- information prescribed by the Internal Revenue Service of the United States -------------------------------------------------------------------------------- certifying as to the Assignee's status for purposes of determining exemption -------------------------------------------------------------------------------- from United States withholding taxes with respect to all payments to be made to -------------------------------------------------------------------------------- the Assignee under the Credit Agreement or such other documents as are necessary -------------------------------------------------------------------------------- to indicate that all such payments are subject to such rates at a rate reduced -------------------------------------------------------------------------------- by an applicable tax treaty.]5 The Assignor will deliver to the Assignee any ------------------------------- notice of borrowing received by the Assignor on or after the Contract Date but before the Settlement Date if the borrowing date specified in such notice is on or after the Settlement Date. From and after the Settlement Date, the Assignor shall be released from all du...
Sample 1

Related to Rights and Obligations of Assignee; Release of Assignor

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent.

  • Rights and Obligations of Party B 1. Party B’s Rights

  • Rights and Obligations of Party A I. Rights of Party A

  • Rights and Obligations of Both Parties 5.1 Party A’s rights and Obligations

  • Successors and Assigns; Assignment of Servicing Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Servicer, the Seller, the NIMS Insurer and the Master Servicer and their respective successors and assigns. This Agreement shall not be assigned, pledged or hypothecated by the Servicer to a third party except in accordance with Section 7.03 and shall not be assigned, pledged or hypothecated by the Seller without the prior written consent of the NIMS Insurer except as to the extent provided in Section 9.12.

  • Successors and Assigns; Assignment of Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Primary Servicer and the Master Servicer and the respective successors and assigns of the Primary Servicer and the Master Servicer. This Agreement shall not be assigned, pledged or hypothecated by the Primary Servicer to a third party except as otherwise specifically provided for herein. If the Master Servicer shall for any reason no longer act in such capacity under the Pooling and Servicing Agreement (including, by reason of Servicer Termination Event), any successor to the Master Servicer under Pooling and Servicing Agreement (including the Trustee if the Trustee has become such successor pursuant to Section 7.02 of the Pooling and Servicing Agreement) may thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Master Servicer under this Agreement.

  • Absolute Rights and Obligations This is a guaranty of payment and not of collection. The Guarantors’ Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of, and each Guarantor hereby expressly waives, to the extent permitted by law, any defense to its obligations under this Guaranty Agreement and all Security Instruments to which it is a party by reason of:

  • Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Starboard. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Starboard, the prior written consent of the Company, and with respect to the Company, the prior written consent of Starboard. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

  • Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

  • Survival of Rights and Obligations All rights and obligations of Employee or the Company arising during the term of this Agreement shall continue to have full force and effect after the termination of this Agreement unless otherwise provided herein.

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