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. (b) From and after the Settlement Date, Assignee shall be deemed a "Lender" and a "Canadian Lender" for all purposes in connection with the Loan Agreement and the other Loan Documents, as such term is defined in the Loan Agreement, and, subject to further adjustments, reductions, sales and assignments as provided for or contemplated in the Loan Agreement, (i) the "Commitment" of Assignee for all purposes under the Loan Agreement and the other Loan Documents shall be U.S.$50,000,000 under the Canadian Revolving Credit Facility, and (ii) the "Participation" of Assignee thereunder shall be equal to 100%, respectively. Notwithstanding anything to the contrary contained herein or in the Ass...
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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...
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Related to Rights and Obligations of Assignee; Release of Assignor

  • Conditions of Assignment If Lessee desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premises, it must so notify Lessor at least thirty days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereof.

  • DURATION OF ASSIGNMENT The scope of services of this Assignment shall be completed no later than August 31, 2023, unless terminated earlier as provided in Section 3.2 of the Agreement. The schedule is subject to adjustments for possible time extension; however, any extension of time must be approved by the TFC and shall require an amendment to Assignment No. 1.

  • Termination of Assignment Citizens and the Firm may each terminate a specific assignment or all assignments held by the Firm, at any time upon advanced written notice. Citizens may also reassign any matter at any time upon advanced written notice.

  • Obligations of Assignee Assignee agrees to take and hold the Warrant and any shares of stock to be issued upon exercise of the rights thereunder (the “Securities”) subject to, and to be bound by, the terms and conditions set forth in the Warrant to the same extent as if Assignee were the original holder thereof.

  • Notification of Assignment Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

  • Right of Assignment No consent shall be required pursuant to Clause 17.1 in the case of an assignment by a Party to an Affiliate provided that: (a) the Affiliate is technically capable of performing the Party’s obligations under this Agreement; and (b) the assigning Party shall not be relieved of any obligations that such Affiliate fails to perform.

  • Conditions of assignment or transfer (a) The consent of the Borrower required under paragraph (a) of Clause 21.1 (Assignments and Transfers by the Lender) to an assignment or transfer must not be unreasonably withheld or delayed. (b) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Initial Lender; and (ii) performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (c) A transfer will only be effective if the procedure set out in Clause 21.4 (Procedure for transfer) is complied with. (d) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or a Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs), then the New Lender or a Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or a Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

  • Effect of Assignment Subject to the terms and conditions of this Section 9.6, as of the “Effective Date” specified in the applicable Assignment Agreement: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 9.8) and be released from its obligations hereunder (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising prior to the effective date of such assignment; (iii) the Revolving Commitments shall be modified to reflect the Revolving Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Revolving Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Revolving Loan Notes to Administrative Agent for cancellation, and thereupon Company shall issue and deliver new Revolving Loan Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Revolving Loans of the assignee and/or the assigning Lender.

  • Prohibition of Assignment This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by Consultant without the prior written consent of the Company. Any assignment of rights or delegation of duties or obligations hereunder made without such prior written consent shall be void and of no effect.

  • Rights of Assignee The Assignee of a Membership Interest shall be entitled to receive distributions and profits and losses attributable to the Membership Interest in the Company, but in no event shall the Assignee have the right to participate in, or interfere with, the management or administration of the Company’s business or affairs or become a substitute Member unless permitted to do so by a unanimous vote of the other Members.

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