Severability; Amendments; Assignment Sample Clauses

Severability; Amendments; Assignment. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by the parties hereto. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by any party without the written consent of the other parties.
Sample 1Sample 2Sample 3See All (38)
AutoNDA by SimpleDocs
Severability; Amendments; Assignment. In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by the parties hereto. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Secured Party. None of Pledgor’s rights or obligations hereunder nor any interest therein may be assigned or delegated by Pledgor without the prior written consent of Secured Party.
Sample 1
Severability; Amendments; Assignment. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by the parties hereto. Except as permitted in this Agreement, neither Account Party may transfer or assign this Agreement, including as part of a merger or change of control, or subcontract the performance of any services without the prior written consent of Company and FRBNY. Company and FRBNY may each give or withhold their consent to any proposed transfer, assignment, or subcontract in their sole discretion. Any transfer, assignment, or subcontract made by an Account Party without Company’s and FRBNY’s consent is void. The Account Parties will remain liable to Company and FRBNY for the performance of this Agreement by any approved transferee, assignee, or subcontractor. This Agreement shall be binding upon and inure to the benefit of Company, FRBNY and the Account Parties and their respective successors and assigns permitted hereby.
Sample 1
Severability; Amendments; Assignment. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by the parties hereto. Except as permitted in this Agreement, neither Custodian nor Administrator may transfer or assign this Agreement, including as part of a merger or change of control, or Subcontract the performance of any services without the prior written consent of Company and New York Fed. Company and New York Fed may each give or withhold their consent to any proposed transfer, assignment, or Subcontract in their sole discretion. Any transfer, assignment, or Subcontract made by Custodian or Administrator without Company’s and New York Fed’s consent is void. Custodian and Administrator will remain liable to Company and New York Fed for the performance of this Agreement by any approved transferee, assignee, or Subcontractor. As set forth in Section 22 of Article V, Custodian and Administrator may appoint Persons, including Affiliates, to perform Centralized Functions. Each of Custodian and Administrator shall cause any Person it engages to perform Centralized Functions to do so in accordance with the terms of this Agreement, and shall remain liable for all such services performed by such Persons as if such services were performed directly by Custodian or Administrator. Neither Company nor New York Fed shall be directly liable to any Person so engaged by Custodian or Administrator and neither Custodian nor Administrator shall impose additional fees for such services or any expenses incurred by the Custodian or Administrator to engage such Person. This Agreement shall be binding upon and inure to the benefit of Company, New York Fed, Custodian and Administrator and their respective successors and assigns permitted hereby.
Sample 1
Severability; Amendments; Assignment. If any provision of this agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this agreement, which will remain in full force and effect. This agreement may not be amended, waived or assigned except in writing and signed by both GCA AM and ROI. This agreement shall be binding upon and for the benefit of ROI and GCA AM and their respective successors and permitted assigns.
Sample 1

Related to Severability; Amendments; Assignment

  • Severability; Amendments (a) The invalidity or unenforceability of any provision of this Loan Agreement will not affect the validity or enforceability of any other provision, and all other provisions will remain in full force and effect. This Loan Agreement contains the entire agreement among the parties as to the rights granted and the obligations assumed in this Loan 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.

  • 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.

  • Successors; Assignment; Amendments; Waivers (a) No TRA Holder may assign this Agreement to any person without the prior written consent of the Corporate Taxpayer; provided, however, that (i) to the extent PE Units are transferred in accordance with the terms of the Parsley Energy LLC Agreement, the transferring TRA Holder shall have the option to assign to the transferee of such PE Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred PE 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 Corporate Taxpayer, agreeing to become a “TRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, arise with respect to the Exchanged PE Units, 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 Corporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the terms of Section 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the transferee of such PE Units, the rights of such TRA Holder under this Agreement with respect to such transferred PE Units, such TRA Holder shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such PE Units.

  • Assignment and Amendment of Agreement This Agreement automatically shall terminate without the payment of any penalty in the event of its assignment. No material amendment of this Agreement shall be effective until approved by the majority of the members of the Board who are not interested persons of the Trust (“Independent Trustees”), the Manager or the Subadviser and the shareholders of the affected Portfolio(s) to the extent required by the 1940 Act. The Subadviser agrees to notify the Manager of any change in control of the Subadviser within a reasonable time after such change.

  • Modifications and Amendments; Waivers and Consents The terms and provisions of this Agreement may be modified or amended as provided in the Plan. Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

  • Amendments; Waiver This Agreement may be amended by the parties hereto and the terms and conditions hereof may be waived only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance.

  • CONSENTS, AMENDMENTS, WAIVERS, ETC Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

Time is Money Join Law Insider Premium to draft better contracts faster.