Assignment of Contracts GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.
SUBCONTRACTS - ASSIGNMENT Contractor shall not subcontract or assign this Agreement, or any part thereof, or interest therein, directly or indirectly, voluntarily or involuntarily, to any person without obtaining the prior written consent by County. Contractor remains legally responsible for the performance of all contract terms including work performed by third parties under subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement. Contractor shall be held responsible by County for the performance of any subcontractor whether approved by County or not. Contractor hereby assigns to the County all rights, title, and interest in and to all causes of action it may have under Section 4 of the Xxxxxxx Act (15 U.S.C. Sec. 15) or under the Xxxxxxxxxx Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from the purchase if goods, materials, or services by the Contractor for sale to the County pursuant to this Agreement.
Assignment of Contract A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.
Assignment Amendments Waiver and Contract Complete 032620-FDX
CONTINGENT ASSIGNMENT OF SUBCONTRACTS In the event of any suspension or termination of the Construction Contract, Contractor is hereby deemed to have offered to assign to City all its interest in contracts with Subcontractors now or hereafter entered into by Contractor for performance of any part of the Work. The assignment will be effective upon acceptance by City in writing and only as to those contracts which City designates in writing. City may accept, at its sole election, said assignment at any time during the course of the Work and prior to Final Completion in the event of a suspension or termination of Contractor's rights under the Contract Documents. Such assignment is part of the consideration to City for entering into the Contract with Contractor and may not be withdrawn prior to Final Completion.
Assignment of Contracts and Rights Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third party (including any Governmental Entity), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.
Assignment of Overtime Work (a) Subject to the operational requirements, the Employer shall make every reasonable effort to avoid excessive overtime and to offer overtime work on an equitable basis among readily available qualified employees. (b) Except in cases of emergency, call-back, or mutual agreement with the employee, the Employer shall, wherever possible, give at least four (4) hours’ notice of any requirement for overtime work.
Assignment/Subcontracts 14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. 14.3.2 The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties, to NASPO ValuePoint and other third parties.
Assignment of Overtime 3.4.1 Overtime shall be assigned on a rotating seniority basis among all qualified employees who are in the same classification, the same organizational unit, and at the same work location. An employee may decline an overtime assignment without adverse consequence unless it is assigned pursuant to Section 3.4.2 below. The department may define the group of qualified employees by their shift for purposes of assigning overtime so that call back pay is not obligated. In order to determine if an employee is qualified, the department should consider the employee’s work record in the department, including being in an unsatisfactory status on a current evaluation or having a formal discipline action in process. 3.4.2 If no employee in the classification, organization unit and work location accepts the overtime assignment, using the rotating seniority process, the District may assign the overtime in reverse rotating seniority order. 3.4.3 The following are allowable exceptions to the seniority overtime assignment process: When overtime is authorized for completion of a specific assignment, project, or work in progress, the employee who began the assignment, project, or work may be assigned the overtime; When the District determines it is necessary to consider special skills and training of employees to perform particular work; When employees are available to perform the work on a non-over-time basis, the District shall not be required to assign the work on an overtime basis. Overtime pay assignments will not be given to temporary employees unless the regular employees that would normally be assigned the overtime are not available or one of the seniority exceptions apply. 3.4.4 All overtime shall be offered to everyone on the applicable overtime list in descending order of seniority until the list is exhausted. Once the last name on the list is reached the process will resume from the top of the list. If an employee is offered overtime for a scheduled project and declines to accept, the employee forfeits his/her turn in the rotation. That employee will not be offered overtime until the list has been completed and his/her name comes up again in order of seniority. 3.4.5 Notice of scheduled overtime, for situations that are recurring or have advance notice, and which are offered on a rotational basis shall be posted in the same area as all required employment notices and announcements and will remain up until the work has been completed. Posting shall be on a form agreed to by the District and CSEA. Employee responses to the overtime posting shall be on a form agreed to by the District and CSEA. In lieu of posting, an organizational work unit may use electronic communications when all employees in such unit regularly use electronic communication. All such notices whether posted or sent by electronic communication will contain a description of the work to be done, the anticipated length of time to accomplish the work, the date(s) on which the work will be scheduled, and the date and time of posting. The notice shall be posted within a reasonable time of the District learning of the overtime work. Records will be maintained of all notices, employee responses, and overtime assignments for a period of three years.
DELEGATION, ASSIGNMENT AND SUBCONTRACTS CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 29 prior written consent of COUNTY. CONTRACTOR shall provide written notification of 30 CONTRACTOR’s intent to delegate the obligations hereunder, either in whole or part, to 31 ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. 32 Any attempted assignment or delegation in derogation of this paragraph shall be void.
