Seller Assignment. Seller may assign its rights and delegate its duties under this Agreement to any affiliate of Seller, or to any lender to Seller, without Purchaser's consent. If any assignment by Seller (or its successors or assigns) shall be for the purpose of securing a lender to Seller (or its successors or assigns), Purchaser's rights under this Agreement shall, at the option of such lender, be subject and subordinate to the rights of such lender. In the event of a conflict between this Section and any other section of this Agreement, this Section shall prevail.
Seller Assignment. As of each Closing Date, the Seller shall execute and deliver to the Buyer a Seller Assignment substantially in the form of EXHIBIT A hereto covering the Mortgage Loans and Mortgage Documents being purchased by the Buyer on such Closing Date.
Seller Assignment. The Seller may not assign or transfer any of its rights or duties under this Agreement without the prior written consent of the Buyer.
Seller Assignment. Seller may assign, subcontract or delegate all or a portion of its rights, privileges or obligations under this Agreement to any Person, subject to the prior written approval of Buyer, such consent not to be unreasonably withheld; provided that prior notice to or consent of Buyer shall not be required: (i) for an assignment by Seller to any of Seller’s individual other Cooperative Members or individual members of the Cape Light Compact; and (ii) for a collateral assignment by Seller to any Financier, subject to the terms and conditions of Sections 6.2(b), 6.2(c) and 8.6.
Seller Assignment. Prior to the Closing, except as otherwise agreed by Seller and Buyer, Seller shall transfer, assign and/or convey, as appropriate, to the Company or one of its Subsidiaries the items set forth on Section 2.10(d) of the Seller Disclosure Letter and any other assets or properties that are owned by the Seller or Contracts to which the Seller is a party to (other than its Organizational Documents), in each case, that are used in connection with the operation of the Business.
Seller Assignment. Seller may assign all or any part of its rights and obligations under this Agreement, including its right to or any interest in the Aircraft or other thing to be delivered hereunder and its right to receive monies hereunder, to an affiliate of Seller. Notwithstanding any such assignment, Seller will remain fully and solely responsible to Buyer for all obligations and liabilities as the seller of the Aircraft and other things to be delivered hereunder, and Buyer will continue to deal exclusively with Seller.
Seller Assignment. Boeing’s agreement to purchase the Used Aircraft as described herein is provided as a financial accommodation to the Seller in consideration of Seller purchasing the New Aircraft and the purchase of the Used Aircraft from Boeing is non-transferable to a third party and requires the continuous operation and ownership of the Used Aircraft by Seller. Assignment of Seller’s rights and interest under the Acquisition Agreement to a subsidiary or affiliate of Seller must have written approval of Boeing.
Seller Assignment. Seller may, without the consent of Purchaser (and without relieving itself from liability hereunder), transfer or assign this Agreement, or assign or delegate its rights and obligations under this Agreement, in whole or in part, if such assignment or delegation is made to: (a) an Affiliate of Seller, provided the Seller’s Parent Guaranty and each of the Purchaser Security Agreements remains in full force and effect in accordance with its terms and without change due to such transfer or assignment (or, in the case of the Purchaser Security Agreement, to the extent necessary because of such assignment or delegation, the Purchaser Security Agreements are amended and restated in form and substance satisfactory to Purchaser in its sole discretion); and (b) such Affiliate enters into an assignment and assumption agreement, in form and substance satisfactory to Purchaser, pursuant to which such Affiliate assumes all of Seller’s obligations hereunder and otherwise agrees to be bound by the terms of this Agreement.
Seller Assignment. Seller may, without the consent of Purchaser (and without relieving itself from liability hereunder), transfer or assign this Agreement, or assign or delegate its rights and obligations under this Agreement, in whole or in part, if such assignment or delegation is made to: (a) an Affiliate of Seller, provided the Seller’s Parent Guaranty remains in full force and effect in accordance with its terms and without change due to such transfer or assignment; and (b) such Affiliate enters into an assignment and assumption agreement, in form and substance satisfactory to Purchaser, pursuant to which such Affiliate assumes all of Seller’s obligations hereunder and otherwise agrees to be bound by the terms of this Agreement.
Seller Assignment. Seller shall facilitate the transfer and/or assignment of the Xxxxxx County Industrial Development Authority Industrial Development Authority Grant Award Agreement dated October 11, 2011 and entered by LifeSync Technologies, Inc. to Buyer.
