SUCCESSION IN INTEREST Sample Clauses

SUCCESSION IN INTEREST. For purposes of this Agreement, Xxxxxx will be deemed to have succeeded to the interest of Landlord under the Lease upon: (i) the transfer of title to the Premises to Lender, whether by virtue of foreclosure, sale or transfer in lieu of foreclosure, or pursuant to the exercise of any rights and remedies under the Mortgage or otherwise, or (ii) the occurrence of any other event as a result of which Xxxxxx may acquire the right, title and interest of Landlord in and to the Lease or the Premises.
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SUCCESSION IN INTEREST. On the date hereof (a) NHC and Holding consummated the Merger; (b) Holding hereby expressly assumes the due and punctual payment of the principal of, premium, if any, and interest on, and any Additional Amounts with respect to, the Securities and the performance of NHC’s covenants and obligations under the Supplemented Indenture and the Securities; (c) Holding agrees to pay fully and promptly all amounts due to the Trustee and its agents under the Indenture; and (d) Holding will succeed to, be substituted for, and may exercise every right and power of, NHC under the Indenture, with the same effect as if Holding had been named as the “Company” for purposes of the Indenture. After the effectiveness of this Seventh Supplemental Indenture, for the purposes of the Indenture, the term the “Company” shall include Holding, Drilling Holding and NDS6 and shall not include NHC.
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SUCCESSION IN INTEREST. In the event the HARBOR DISTRICT is dissolved or ceases to exist, the DISTRICT agrees to place in trust for the OYSTER POINT MARINA/PARK construction project, prior to dissolution, the amount of funds necessary to complete Phase I and II of the project above the available loans and grants not to exceed the sum of $700,000.00. CITY agrees that any such funds placed in trust shall be expended only for the development of the project as specified herein or portions thereof.
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SUCCESSION IN INTEREST. Borrower hereby warrants and certifies that Administrative Agent has succeeded to the rights of Borrower under the First Lien Documents (as defined in the Assignment), pursuant to a public sale, private sale, judicial foreclosure or other proceeding brought by Administrative Agent, or by means of any other disposition by Administrative Agent, and that Administrative Agent now owns all right, title and interest in and to the First Lien Documents. As evidenced by execution hereof Borrower no longer owns or claims any right, title or interest in and to such First Lien Documents and hereby waives and relinquishes any and all claims thereto and all rights, titles and interests therein.
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SUCCESSION IN INTEREST. On the date hereof and effective upon the consummation of the Acquisition, (a) SSO hereby expressly assumes all obligations of COO under the Indenture and the Notes; (b) SSO agrees to pay fully and promptly all amounts due to the Trustee and its agents under the Indenture; (c) SSO will succeed to, be substituted for, and may exercise every right and power of, COO under the Indenture, with the same effect as if SSO had been named as the “Company” for purposes of the Indenture; (d) COO will be discharged and released from all of its obligations and covenants under the Indenture and the Notes; and (e) the Subsidiary Guarantors hereby confirm to the Trustee that its Subsidiary Guarantee will apply to the obligations of SSO, as successor issuer, in accordance with the Notes and the Indenture. After the effectiveness of this Supplemental Indenture, for the purposes of the Indenture, the term the “Issuers” shall include SSO and COF and, upon the consummation of the Acquisition, shall not include COO.
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SUCCESSION IN INTEREST. For purposes of this Agreement, Xxxxxx will be deemed to have succeeded to the interest of Landlord under the Lease upon: (i) the transfer of title to the Premises to Lender, whether by virtue of foreclosure, sale or transfer in lieu of foreclosure, or pursuant to the exercise of any rights and remedies under the Deed of Trust or otherwise, or (ii) the occurrence of any other event as a result of which Xxxxxx may acquire the right, title and interest of Landlord in and to the Lease or the Premises.
Sample 1
SUCCESSION IN INTEREST. On the date hereof and effective upon the consummation of the Acquisition, (a) Holding hereby expressly assumes the due and punctual payment of the principal of, premium, if any, and interest on, and any Additional Amounts with respect to, the Securities and the performance of Noble Drilling’s covenants and obligations under the Supplemented Indenture and the Securities; (b) Holding agrees to pay fully and promptly all amounts due to the Trustee and its agents under the Indenture; (c) Holding will succeed to, be substituted for, and may exercise every right and power of, Noble Drilling under the Indenture, with the same effect as if Holding had been named as the “Company” for purposes of the Indenture; and (d) Noble Drilling will be released from all of its covenants and obligations under the Indenture and the Securities. After the effectiveness of this Sixth Supplemental Indenture, for the purposes of the Indenture, the term the “Company” shall include Holding, Drilling Holding and NDS6 and, upon the consummation of the Acquisition, shall not include Noble Drilling. Noble Drilling shall promptly provide the Trustee written notice of the date of the consummation of the Acquisition.
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Related to SUCCESSION IN INTEREST

  • Successor in Interest If the Account Owner dies before the entire interest in the account is distributed, the entire account will be disposed of as follows: • If the Beneficiary is the Account Owner’s spouse, the HSA will become the spouse’s HSA as of the date of death. • If the Beneficiary is not the Account Owner’s spouse, the HSA will cease to be an HSA as of the date of death. If the Beneficiary is the Account Owner’s estate, the fair market value of the account as of the date of death is taxable on the Account Owner’s final return. For other Beneficiaries, the fair market value of the account is taxable to that person in the tax year that includes such date.

  • Assignment; Successors in Interest No assignment or transfer by either party of such party’s rights and obligations hereunder shall be made except with the prior written consent of the other party hereto. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns thereof, including, without limitation, successors through merger, consolidation, or sale of substantially all of the Company’s equity interests or assets, and shall be binding upon Employee.

  • - Restriction In Interest In the event there is any restriction in interest on the Property it is the duty of the Purchaser to comply with the restriction in interest and ensure that the sale is completed on or before the Completion Date subject to other provisions in these Conditions of Sale. - Foreign Citizen / Company

  • Successors in Interest This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors.

  • Assignment; Parties in Interest This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and assigns, but shall not be assigned by the parties hereto, by operation of law or otherwise, without the prior written consent of the other party. Except as otherwise expressly provided herein, nothing in this Agreement, expressed or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

  • Admission of Successor General Partner A successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

  • Successor General Partner Upon the occurrence of an event giving rise to a Withdrawal of a General Partner, any remaining General Partner, or, if there be no remaining General Partner, the Withdrawing General Partner or its legal representative, shall promptly notify the Special Limited Partner of such Withdrawal (the "Withdrawal Notice"). Whether or not the Withdrawal Notice shall have been sent as provided herein, the Special Limited Partner shall have the right to become a successor General Partner (and to become the successor managing General Partner if the Withdrawing General Partner was previously the managing General Partner). In order to effectuate the provisions of this Section 13.4 and the continuance of the Partnership, the Withdrawal of a General Partner shall not be effective until the expiration of 120 days from the date on which occurred the event giving rise to the Withdrawal, unless the Special Limited Partner shall have elected to become a successor General Partner as provided herein prior to expiration of such 120-day period, whereupon the Withdrawal of the General Partner shall be deemed effective upon the notification of all the other Partners by the Special Limited Partner of such election.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Successors and Assigns; Parties in Interest (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing. (b) After the Closing Date, the Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 7), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement. (c) The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent. (d) None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) no employee of the Seller shall have any rights under any of the Transactional Agreements; and (ii) no creditor of the Seller shall have any rights under any of the Transactional Agreements.

  • Interest of Departing General Partner and Successor General Partner (a) In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2, the Departing General Partner shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner, to require its successor to purchase its General Partner Interest and its or its Affiliates’ general partner interest (or equivalent interest), if any, in the other Group Members and all of its or its Affiliates’ Incentive Distribution Rights (collectively, the “Combined Interest”) in exchange for an amount in cash equal to the fair market value of such Combined Interest, such amount to be determined and payable as of the effective date of its withdrawal or removal. If the General Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner), such successor shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner (or, in the event the business of the Partnership is continued, prior to the date the business of the Partnership is continued), to purchase the Combined Interest for such fair market value of such Combined Interest. In either event, the Departing General Partner shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other than any Group Member) for the benefit of the Partnership or the other Group Members. For purposes of this Section 11.3(a), the fair market value of the Combined Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s withdrawal or removal, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such withdrawal or removal, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest. In making its determination, such third independent investment banking firm or other independent expert may consider the then current trading price of Units on any National Securities Exchange on which Units are then listed or admitted to trading, the value of the Partnership’s assets, the rights and obligations of the Departing General Partner, the value of the Incentive Distribution Rights and the General Partner Interest and other factors it may deem relevant. (b) If the Combined Interest is not purchased in the manner set forth in Section 11.3(a), the Departing General Partner (or its transferee) shall become a Limited Partner and its Combined Interest shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 11.3(a), without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor General Partner shall indemnify the Departing General Partner (or its transferee) as to all debts and liabilities of the Partnership arising on or after the date on which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the Combined Interest of the Departing General Partner to Common Units will be characterized as if the Departing General Partner (or its transferee) contributed its Combined Interest to the Partnership in exchange for the newly issued Common Units. (c) If a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner) and the option described in Section 11.3(a) is not exercised by the party entitled to do so, the successor General Partner shall, at the effective date of its admission to the Partnership, contribute to the Partnership cash in the amount equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner Interest of the Departing General Partner by (B) a percentage equal to 100% less the Percentage Interest of the General Partner Interest of the Departing General Partner and (y) the Net Agreed Value of the Partnership’s assets on such date. In such event, such successor General Partner shall, subject to the following sentence, be entitled to its Percentage Interest of all Partnership allocations and distributions to which the Departing General Partner was entitled. In addition, the successor General Partner shall cause this Agreement to be amended to reflect that, from and after the date of such successor General Partner’s admission, the successor General Partner’s interest in all Partnership distributions and allocations shall be its Percentage Interest.

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