Waivers; Amendment and Assignment Sample Clauses

Waivers; Amendment and Assignment. No provision of this Agreement may be amended or waived except in writing executed by all of the parties to this Agreement. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof shall be binding upon, and shall inure to the benefit of, the undersigned parties and their respective heirs, executors, administrators, representatives, successors and permitted assigns, and no other Person or Persons (including Mortgagors or any co-lender or other Person with any interest in or liability under any of the Mortgage Loans) shall have any rights or remedies under or by reason of this Agreement. Notwithstanding the foregoing, this Agreement may not be transferred or assigned without the express prior written consent of the Seller and any attempted assignment without such consent shall be void ab initio.
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Waivers; Amendment and Assignment. (a) No provision of this Agreement may be amended or waived except in writing executed by all of the parties to this Agreement. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof shall be binding upon, and shall inure to the benefit of the undersigned parties and their respective heirs, executors, administrators, representatives, successors and permitted assigns, and no other Person or Persons (including Borrowers or any co-lender or other Person with any interest in or liability under any of the Loans) shall have any rights or remedies under or by reason of this Agreement. Notwithstanding the foregoing, this Agreement may not be transferred or assigned without the express prior written consent of the Initial Member and any attempted assignment without such consent shall be void ab initio. (b) Notwithstanding anything to contrary contained elsewhere in this Agreement (including the foregoing Section 8.4(a)) or in any Ancillary Document, in order to facilitate the possible restructuring and sale of the Purchase Money Notes, the FDIC, without the consent of the Private Owner or the Company, may at any time that the FDIC is the holder of 100 percent of any Purchase Money Note or beneficial interest therein cause the Company to replace or reissue such Purchase Money Note (or any promissory note reissued in respect thereof) and make related changes, modifications or amendments to this Agreement and the Ancillary Documents as permitted therein; provided, however, that (i) (A) the maturity date of such replacement or reissued Purchase Money Note shall not be later than the seventh anniversary of the Closing Date and (B) the outstanding principal amount of such replacement or reissued Purchase Money Note at the time of its replacement or reissuance shall equal (1) the outstanding principal amount of such Purchase Money Note minus (2) the aggregate amount paid to the Holders of such Purchase Money Note pursuant to Section 3.3 and (ii) no modification contained in such replacement or reissued Purchase Money Note shall adversely affect in any material respect (A) the amount or timing of any payments or distributions to the Private Owner or any permitted successor or assign pursuant to the Priority of Payments, (B) any other rights or obligations of, or the need for any advances, contributions or payments from, the Private Owner or its Affiliates or any permitted successor or assign pursuant to this A...
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Waivers; Amendment and Assignment. (a) No provision of this Agreement may be amended or waived except in writing executed by all of the parties to this Agreement. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits set forth in this Agreement will be binding upon, and will inure to the benefit of, the undersigned parties and their respective heirs, executors, administrators, representatives, successors and permitted assigns, and (except as specified in Section 7.2(f)) no other Person or Persons (including Borrowers or any co-lender or other Person with any interest in or liability under any of the Assets) will have any rights or remedies pursuant to or by reason of this Agreement. Notwithstanding the foregoing, this Agreement may not be transferred or assigned by the Company without the express prior written consent of the Transferor, and any attempted assignment without such consent will be void ab (b) [intentionally omitted]. (c) [intentionally omitted]. (d) [intentionally omitted]. (e) [intentionally omitted]. (f) The FDIC is hereby constituted an express third party beneficiary of this Agreement with respect to any provisions of this Agreement which expressly grant rights or benefits to such Person in accordance with Section 2.1(p) of the Common Terms.
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Waivers; Amendment and Assignment. (a) No provision of this Agreement may be amended or waived except in writing executed by all of the parties to this Agreement. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits set forth in this Agreement shall be binding upon, and shall inure to the benefit of, the undersigned parties and their respective heirs, executors, administrators, representatives, successors and permitted assigns, and (except as specified in Section 8.4(f)) no other Person or Persons (including Borrowers or any co-lender or other Person with any interest in or liability under any of the Assets) shall have any rights or remedies pursuant to or by reason of this Agreement. Notwithstanding the foregoing, this Agreement may not be transferred or assigned by the Company without the express prior written consent of the Transferor, and any attempted assignment without such consent shall be void ab initio. (b) [intentionally omitted]. (c) [intentionally omitted]. (d) [intentionally omitted]. (e) [intentionally omitted] . (f) The FDIC is hereby constituted an express third party beneficiary of this Section 8.4 and of Section 8.13 (and of, to the extent relevant to Section 8.4 or Section 8.13, the remainder of this Article VIII) and neither this Section 8.4 nor Section 8.13 (nor, in relation to Section 8.4 or Section 8.13, the remainder of this Article VIII) may be amended or modified without the consent of the FDIC (acting in its Corporate capacity). For the avoidance of doubt, each of the Transferor and the FDIC may enforce the provisions of Section 8.13 (and any other indemnity set forth herein) with respect to any Related Person in relation to itself (in its own name and/or in the name of and/or otherwise on behalf of such other Related Person).
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Waivers; Amendment and Assignment. (a) No provision of this Agreement may be amended or waived except in writing executed by all of the parties to this Agreement. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits set forth in this Agreement shall be binding upon, and shall inure to the benefit of, the undersigned parties and their respective heirs, executors, administrators, representatives, successors and permitted assigns, and (except as specified in Section 8.4(f)) no other Person or Persons (including Borrowers or any co-lender or other Person with any interest in or liability under any of the Assets) shall have any rights or remedies pursuant to or by reason of this Agreement. Notwithstanding the foregoing, this Agreement may not be transferred or assigned by the Company without the express prior written consent of the Transferor, and any attempted assignment without such consent shall be void ab initio. (b) Intentionally omitted. (c) Intentionally omitted.
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Waivers; Amendment and Assignment. No provision of this Agreement may be amended or waived except in writing executed by all of the parties to this Agreement. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof shall be binding upon, and shall inure to the benefit of the undersigned parties and their respective heirs, executors, administrators, representatives, successors and FNBN RESCON I LLC Loan Contribution and Assignment Agreement 12373123.2 Person with any interest in or liability under any of the Loans) shall have any rights or remedies under or by reason of this Agreement. Notwithstanding the foregoing, this Agreement may not be transferred or assigned without the express prior written consent of the Initial Member and any attempted assignment without such consent shall be void ab initio.
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Related to Waivers; Amendment and Assignment

  • Amendment and Assignment This Agreement may be amended only in writing and signed by both parties. This Agreement may not be assigned to another party.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • Contents of Agreement; Amendment and Assignment (a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer of the Company and by Executive. (b) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, within 15 days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place.

  • Transfer, Amendment and Assignment No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").

  • Assignment and Amendment This Agreement may not be assigned by the Subadviser, and shall automatically terminate, without the payment of any penalty, in the event: (a) of its assignment, including any change in control of the Adviser or the Subadviser which is deemed to be an assignment under the 1940 Act, or (b) that the Advisory Agreement is assigned or terminates for any reason. Trades that were placed prior to such termination will not be canceled; however, no new trades will be placed after notice of such termination is received. Termination of this Agreement shall not relieve the Adviser or the Subadviser of any liability incurred hereunder. The terms of this Agreement shall not be changed unless such change is agreed to in writing by the parties hereto and is approved by the affirmative vote of a majority of the Trustees of the Trust voting in person, including a majority of the Trustees who are not interested persons of the Trust, the Adviser or the Subadviser, at a meeting called for the purpose of voting on such change, and (to the extent required by the 0000 Xxx) unless also approved at a meeting by the affirmative vote of the majority of outstanding voting securities of the Fund.

  • ASSIGNMENT AND AMENDMENTS This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act); provided that such termination shall not relieve the Adviser of any liability incurred hereunder. This Agreement may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Waivers; Amendment (a) No failure or delay by the Administrative Agent, any L/C Issuer or any other Secured Party in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the L/C Issuers and the other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Guaranty Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Guaranty Party in any case shall entitle any Guaranty Party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Guaranty Party or Guaranty Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

  • Waivers; Amendment; Joinder Agreements (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company). (c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto. (d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

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