ASSIGNMENT BY PURCHASER definition

ASSIGNMENT BY PURCHASER. The benefit of all obligations and Warranties of the Vendor under or pursuant to this agreement are assignable by the Purchaser to any direct or indirect wholly-owned Subsidiary of the Purchaser upon the basis that such Subsidiary is entitled to enforce the same against the relevant Vendor as if named in this agreement as the Purchaser and subject to such Subsidiary entering into documentation reasonably satisfactory to the Vendor whereby the Subsidiary agrees to be bound by the Master Sale and Purchase Agreement. Notwithstanding any assignment by the Purchaser pursuant to this clause, the Purchaser remains bound by the terms and conditions of this agreement and shall as a principal obligor perform and observe all the obligations of the Purchaser expressed or implied in this agreement. The Vendor may grant any time or other indulgence to, or compound with or release, the Purchaser's assignee from payment or performance under this agreement without affecting the liability of the Purchaser nor does the amalgamation, death or winding up of any assignee affect such liability.
Sample 1Sample 2
ASSIGNMENT BY PURCHASER. Without Seller's prior written consent, Purchaser may not, by operation of law or otherwise, assign, transfer, pledge, hypothecate or otherwise dispose of the Property, this Agreement or any interest therein. ASSIGNMENT BY SELLER: Seller may assign, sell or encumber all or any part of this Agreement, the Installment Payments and any other rights or interests of Seller hereunder without the necessity of providing notice to or obtaining the consent of Purchaser; provided that Purchaser shall have no obligation to make payments to any assignee unless and until Purchaser has received notice of the name, address and tax identification number of the assignee. The initial Seller or its assignee(s) shall maintain a register of all assignees of this Agreement. To the extent permitted by applicable law, such assignees may include trust agents for the benefit of holders of certificates of participation. Purchaser agrees that if Seller sells, assigns or transfers this Agreement, Seller’s assignee will have the same rights and benefits that Seller has now and will not have to perform any of Seller’s obligations. Purchaser agrees that Seller’s assignee will not be subject to any claims, defenses, or offsets that Purchaser may have against Seller.
Sample 1
ASSIGNMENT BY PURCHASER. Without Seller’s prior written consent, Purchaser may not, by operation of law or otherwise, assign, transfer, pledge, hypothecate or otherwise dispose of the Services, this Agreement or any interest therein. Purchaser agrees not to take any action with respect to the Maintained Property that would eliminate the need for the Services during the Term; provided that in the event of a Nonappropriation, as hereinafter defined, this restriction shall not apply. ASSIGNMENT BY SELLER: Seller may assign, sell or encumber all or any part of this Agreement, the Installment Payments and any other rights or interests of Seller hereunder. NONAPPROPRIATION: If sufficient funds are not appropriated to make Installment Payments under this Agreement, this Agreement shall terminate and Purchaser shall not be obligated to make Installment Payments under this Agreement beyond the then current fiscal year for which funds have been appropriated. Upon such an event, Purchaser shall, no later than the end of the fiscal year for which Installment Payments have been appropriated, cease receiving Services. If Purchaser fails to cease receiving Services, the termination shall nevertheless be effective. Purchaser shall notify Seller in writing within seven (7) days after the failure of the Purchaser to appropriate funds sufficient for the payment of the Installment Payments, but failure to provide such notice shall not operate to extend the term of this Agreement or result in any liability to Purchaser.
Sample 1

Examples of ASSIGNMENT BY PURCHASER in a sentence

  • ASSIGNMENT BY PURCHASER: Without Seller’s prior written consent, Purchaser may not, by operation of law or otherwise, assign, transfer, pledge, hypothecate or otherwise dispose of the Services, this Agreement or any interest therein.

Related to ASSIGNMENT BY PURCHASER

  • Assignment / job means the work to be performed by the Consultant pursuant to the Contract.

  • Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

  • Assignment Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents and contractors shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per covered repair benefit limit set out above; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, including those caused by any fault, failure, delay or defect in providing services under this Service Agreement, and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state. Arbitration: YOU, NAW AND HOMESERVE ALL AGREE TO RESOLVE DISPUTES ONLY BY FINAL AND BINDING ARBITRATION OR IN SMALL CLAIMS COURT as follows:

  • Assignment and Conveyance An assignment and conveyance of the Mortgage Loans purchased on a Closing Date in the form annexed hereto as Exhibit 4.

  • Purchase Agreement Assignment means that certain Purchase Agreement Assignment [NW 1997 J], dated as of March 18, 1998, between Lessee and Lessor, as the same may be amended, supplemented or modified from time to time, with a form of Consent and Agreement to be executed by the Manufacturer attached thereto.

  • Assignment Amount with respect to a Bank Investor shall mean at any time an amount equal to the lesser of (i) such Bank Investor's Pro Rata Share of the Net Investment at such time and (ii) such Bank Investor's unused Commitment.

  • Assignment of Agreements means that certain Assignment of Agreements, Licenses, Permits and Contracts, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee.

  • Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the United States Internal Revenue Code, United States Code Title 26, as amended from time to time;

  • IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).

  • Lease Assignment has the meaning set forth in Section 3.5(d).

  • Assignment of Proprietary Lease With respect to a Cooperative Loan, the assignment of the related Cooperative Lease from the Mortgagor to the originator of the Cooperative Loan.

  • term assignment means, in relation to an employee, i. a term assignment within the meaning of the local collective agreement, or ii. where no such definition exists, a term assignment will be defined as twelve (12) days of continuous employment in one assignment

  • Lease Assignments means the assignments of real property leases and subleases by and between a member of the Nuance Group, as assignor, and a member of the SpinCo Group, as assignee, in each case as set forth on Schedule XII under the caption “Lease Assignments.”

  • Assignment of Lease means the Assignment of Lease to be executed by the Seller and the Purchaser at the Closing with respect to each parcel of Leased Real Property listed on Section 3.14(b) of the Disclosure Schedule, substantially in the form of Exhibit 1.01(b).

  • Assignment of Leases With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter.

  • Assignment of Mortgage An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage to the Purchaser.

  • Assignment of Leases and Rents With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument executed by the Obligor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, whether contained in the Mortgage or in a document separate from the Mortgage, in the form that was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter in accordance with the Credit and Collection Policy.

  • IP Assignment a collateral assignment or security agreement pursuant to which an Obligor grants a Lien on its Intellectual Property to Agent, as security for the Obligations.

  • assignment shall have the same meanings of such terms in the 1940 Act.)

  • Trademark Assignment Agreement has the meaning set forth in Section 2.01.

  • Assignment of Contracts shall have the meaning provided in Section 5.07.

  • Assignment of Rents and Leases means, with respect to the Mortgaged Property, an Assignment of Rents and Leases (and, if there are more than one, each and every one of them), dated as of the Closing Date, granted by the Borrower to Lender with respect to the Leases, as same may thereafter from time to time be supplemented, amended, modified or extended.

  • Assignment of Rents means an instrument that transfers the beneficial interest under a deed of trust from one lender/entity to another.