Subrogation and Assignment to DOE Sample Clauses

Subrogation and Assignment to DOE. On and as of the Demand Date, DOE shall become subrogated to, and the Holders shall be deemed to have assigned to DOE, without recourse and without need of any further action by any party, an undivided interest in all of the Holders’ right, title and interest (i) in and to the principal of and interest (including any applicable Default Interest) on the Guaranteed Obligation and (ii) under the Loan Documents corresponding to the Guaranteed Amounts set out in the Demand (but, for the avoidance of doubt, not extending to any Excluded Amounts, other than Default Interest) notwithstanding that, pursuant to Section 4.05(a), DOE shall be obligated to make payment under the Guarantee only in installments on each subsequent Loan Payment Date. To such extent, DOE shall have the right to enforce or participate in any claim (including, without limitation, any claim in bankruptcy), right or remedy that the Holders may then have or thereafter acquire against the Borrower under the Loan Documents. The Administrative Agent and the Holders shall, upon request by DOE, promptly execute and deliver such documents and take such other actions as DOE may reasonably request to evidence or give effect to such subrogation and assignment, it being understood and agreed that the execution and delivery of any such document or the taking of any such action shall not be a condition to DOE’s obligation to pay any Guaranteed Amount in accordance with this Section 4. The rights of DOE obtained by subrogation and assignment pursuant to the foregoing shall be in addition to, and not to the exclusion of, all other rights of DOE set out in any of the Loan Documents, which shall be exercisable by DOE without regard to or need of any subrogation or assignment under this Guarantee Agreement.
Sample 1
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Subrogation and Assignment to DOE. On and as of the Demand Date, DOE shall become subrogated to, and the Holders shall be deemed to have assigned to DOE, without recourse and without need of any further action by any party, an undivided interest in all of the Holders’ right, title and interest (i) in and to the principal of and interest (including any applicable Default Interest) on the Guaranteed Obligation and (ii) under the Loan Documents corresponding to the Guaranteed Amounts set out in the Demand (but, for the avoidance of doubt, not extending to any Excluded Amounts, other than Default Interest). To such extent, DOE shall have the right to enforce or participate in any claim (including, without limitation, any claim in bankruptcy), right or remedy that the Holders may then have or thereafter acquire against the Borrower under the Loan Documents. The Administrative Agent and the Holders shall, upon request by DOE, promptly execute and deliver such documents and take such other actions as DOE may reasonably request to evidence or give effect to such subrogation and assignment, it being understood and agreed that the execution and delivery of any such document or the taking of any such action shall not be a condition to DOE’s obligation to pay any Guaranteed Amount in accordance with this Section 4. The rights of DOE obtained by subrogation and assignment pursuant to the foregoing shall be in addition to, and not to the exclusion of, all other rights of DOE set out in any of the Loan Documents, which shall be exercisable by DOE without regard to or need of any subrogation or assignment under this Guarantee Agreement.
Sample 1

Related to Subrogation and Assignment to DOE

  • 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.

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser. (b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.

  • Survival and Assignment by the Company I understand that my obligations under this Agreement will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions of employment. I further understand that my obligations under this Agreement will continue following the termination of my employment regardless of the manner of such termination and will be binding upon my heirs, executors and administrators. The Company will have the right to assign this Agreement to its affiliates, successors and assigns. I expressly consent to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whose employ I may be transferred without the necessity that this Agreement be resigned at the time of such transfer.

  • Variation and Assignment No variation of this agreement shall be valid or effective unless it is in writing. We may amend this TOBA by sending you either a notice of amendment in writing or a revised TOBA. We are entitled to assign this TOBA to any other Affiliate for so long as such company remains an Affiliate.

  • 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 Purchase Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in its sole discretion. This Agreement may be assigned, pledged or hypothecated by the Purchaser in whole or in part, and with respect to one or more of the Mortgage Loans, without the consent of the Seller. There shall be no limitation on the number of assignments or transfers allowable by the Purchaser with respect to the Mortgage Loans and this Agreement. In the event the Purchaser assigns this Agreement, and the assignee assumes any of the Purchaser's obligations hereunder, the Seller acknowledges and agrees to look solely to such assignee, and not to the Purchaser, for performance of the obligations so assumed and the Purchaser shall be relieved from any liability to the Seller with respect thereto.

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Succession and Assignment This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.

  • Delegation and Assignment 21 In the performance of this Agreement, CONTRACTOR may neither 22 delegate its duties or obligations nor assign its rights, either in whole or 23 in part, without the prior written consent of COUNTY. Any attempted 24 delegation or assignment without prior written consent shall be void. The

  • Successors and Assigns; Assignment Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.

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