Specific Assignments. Promptly upon request by the Lender, the Pledgor will execute and deliver to the Lender written assignments, endorsements, and/or schedules, in form and content satisfactory to the Lender, of specific Accounts or groups of Accounts, but the security interest of the Lender hereunder shall not be limited in any way by such assignments.
Specific Assignments. Promptly, upon request by the Secured -------------------- Party, the Borrowers will execute and deliver to the Secured Party written assignments, endorsements and/or schedules, in form and content satisfactory to the Secured Party, of specific chattel paper and accounts or groups of accounts or chattel paper, but the security interest of the Secured Party hereunder shall not be limited in any way by such assignments. Such accounts and chattel paper are to secure payment of the Obligations and performance of the Loan Agreement and are not sold to the Secured Party whether or not any assignment thereof which is separate from this Security Agreement, is in form absolute.
Specific Assignments. Upon Lender's request, Borrower shall immediately execute and deliver to Lender additional specific assignments of any or all of its accounts.
Specific Assignments. (1) With respect to any agreement, contract, Lease, Permit or other instrument (a “Subject Instrument”) that is material to the operation of the Assets and requires consent for the assignment thereof to the Purchaser in connection with the conveyance of the Assets, the Vendor will take such actions as are commercially reasonable and necessary, and the Purchaser will cooperate fully with the Vendor in all commercially reasonable respects, to effect assignment thereof as of the Closing Date. It is understood that such actions by the Vendor will not include any requirement of the Vendor to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. To the extent a deposit or fee is required in order to transfer a Permit from the Vendor into the name of the Purchaser, the Purchaser will immediately pay such amount to the Vendor. In the event that the Vendor is unable to obtain the requisite approval for assignment of any Subject Instrument, or in the event any Subject Instrument is required to be amended or supplemented and is not so amended or supplemented as of the Closing Date, and such assignment is necessary to conduct the operation of the Assets in the ordinary course of business without giving rise to a material adverse effect on the Assets, the Vendor may
(a) retain any such Subject Instrument provided that the Purchaser shall be liable for all Losses attributable to the Vendor’s obligations or omissions thereunder arising on or after the Effective Time (and shall, in addition, indemnify and hold harmless the Vendor and its Affiliates from and against all Losses of any kind that may be brought against or suffered by the Vendor or its Affiliates or that any of them may suffer, sustain, pay or incur, in such case that are caused by, arise from, are incurred in connection therewith or relate in any way thereto, directly or indirectly), and
(b) take all commercially reasonable and necessary actions required to transfer to the Purchaser, or amend or supplement, any such Subject Instrument as soon as practicable after the Closing Date.
(2) The Vendor will use reasonable efforts to obtain all Preferential Right Waivers on or before the Closing Date.
(3) The assignment of a Subject Instrument that requires consent for assignment, or amendment or supplement, may be effected after the Closing Date. The Purchase Price will not be subject to adjustment, and subject to the Vendor’s conditions to Closing set...
Specific Assignments. Promptly, upon request by DHCD, the Debtor will execute and deliver to DHCD written assignments, endorsements, and/or schedules, in form and content satisfactory to DHCD, of specific chattel paper and accounts or groups of accounts or chattel paper related to the Collateral, but the security interest of DHCD hereunder shall not be limited in any way by such assignments. Such accounts and chattel paper are to secure payment of the Liabilities and performance of the Loan Documents and are not sold to DHCD whether or not any assignment thereof which is separate from this Agreement is in form absolute.
Specific Assignments. Promptly upon request by Lender, the Company will execute and deliver to Lender written pledges, assignments, endorsements, and/or schedules, in form and content satisfactory to Lender, of Collateral or groups of Collateral, but the security interest of Lender hereunder shall not be limited in any way by such pledges or assignments.
Specific Assignments. Assignments of any agreements, documents, or instruments executed by Seller in connection with the Entitlements and requested by Buyer, in form and substance reasonably acceptable to Seller and Buyer;
Specific Assignments. (i) (A) With respect to any agreement, contract, licence, lease, easement, Right-of-Way or Permit (a “Subject Instrument”) which (1) is material to the operation of the Rangeland Business Unit as it is currently operated by the Seller Group, and either (2) required consent for the assignment thereof to RPC or RMC in connection with the conveyance of the RPC Assets and the Rangeland Marketing Business Assets by members of the BP Group to RPC and RMC, respectively, or (3) now requires consent for the assignment thereof to RPC or RMC by reason of the change of control respecting RPC and RMC that will occur upon consummation of the transactions contemplated hereby, Seller shall take such actions as are commercially reasonable and necessary, and Buyer shall cooperate fully with Seller in all commercially reasonable respects, to effect assignment thereof as of the Closing Date. It is understood that such actions by Seller shall not include any requirement of Seller to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. In the event that Seller is unable to obtain the requisite approval for assignment of any such Subject Instrument, or in the event such Subject Instrument is required to be amended or supplemented and is not so amended or supplemented as of the Closing Date, and such assignment is reasonably necessary to conduct the operation of the Rangeland Business Unit in the ordinary course of business without giving rise to a material adverse effect on the Rangeland Business Unit, at the written request of Buyer on or before the Closing Date (except where such action would be unlawful or prohibited by such Subject Instrument), Seller shall (x) retain any such Subject Instrument and shall enter into an arrangement with Buyer to provide the applicable Rangeland Company with the benefits of such Subject Instrument, provided that the applicable Rangeland Company shall perform Seller’s obligations thereunder arising on or after the Closing Date (and indemnify Seller against Losses suffered in connection therewith) until such Subject Instrument is assigned to the applicable Rangeland Company or expires at the earliest opportunity in accordance with its terms, or is properly amended or supplemented, and (y) take all commercially reasonable and necessary actions required to assign to the applicable Rangeland Company, or amend or supplement, any such Subject Instrument as soon as practicable after the...
Specific Assignments. 9.5.1 In the event of any breach, Trustee shall use any and all extrajudicial or judicial procedures to protect and defend the common interests of the Debenture Holders and to realize their credits and shall, to this extent:
(a) declare early maturity of the Debentures and collect the principal and additional amounts, subject to the conditions set forth herein;
(b) take any and all steps required to realize Debenture Holders’ credits;
(c) file for Issuers’ bankruptcy; and
(d) represent the Debenture Holders in any filing for bankruptcy, judicial or extrajudicial recovery, intervention or extrajudicial liquidation of Issuer.
Specific Assignments. Where in the opinion of the Purchaser a specific assignment or written consent of any third party is required with respect to any material license, permit, contract or other agreement of the Corporation in order that the Corporation may continue to enjoy the benefits and advantages thereof, including the Premises’ landlords’ consent to a change of control, then such specific assignment or written consent, acceptable both as to its form and content to the Purchaser, shall have been delivered to the Purchaser, and the Vendors will pay the costs of soliciting such consents or assignments. The Purchaser will cooperate in obtaining such consents.
