Assignment Time definition

Assignment Time means the time of the assignment of any applicable Parent-Contributed IP from a member of the Parent Group to a member of the SpinCo Group.
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Assignment Time means the time immediately succeeding the Effective Time and the Dividend.
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Assignment Time shall have the meaning assigned to such term in the recitals hereto.
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Examples of Assignment Time in a sentence

  • Each representation and warranty made by Seller or Bank herein shall be true and correct in all material respects, as of the Assignment Time.

  • Each representation and warranty made by Standby Purchaser herein and by the Company and the Company Bank in the Merger Agreement shall be true and correct in all material respects, as of the Assignment Time.

  • The Lessees shall pay all Rent owing prior to the applicable Lease Assignment Time as and when it becomes due.

  • In the event of a casualty or condemnation affecting any Hotel, no party shall have the right to terminate this Agreement and the applicable Lessee shall hold and assign, as of the applicable Lease Assignment Time, to the applicable Lessor or TRS Lessee any and all proceeds of property insurance or any condemnation award relating to such casualty or condemnation that it receives or is entitled to receive.

  • Subject to the terms and conditions set forth herein, on the Assignment Date, the applicable TRS Lessees shall enter into a management agreement with the IH Manager for each of the Hotels as to which the applicable Lease has been assigned to the TRS Lessee, such management agreement to be in substantially the form attached hereto as Exhibit 4(b) (the “Management Agreement”) and to be effective as of the applicable Lease Assignment Time.

  • The applicable Lessee shall cause such Preliminary Operational Settlement Statement to be delivered to the REIT Parties three (3) business days prior to the initial Closing on the basis of a good faith estimate of the amounts of the allocations and prorations as of the Lease Assignment Time.

  • Such trade payables, if not paid as of the Lease Assignment Time, will be paid by the IH Entities when and as they become due.

  • The applicable Lessee shall be entitled to retain the proceeds of business interruption insurance payable to such Lessee as a result of such casualty or condemnation affecting any Hotel prior to or as of the applicable Lease Assignment Time, subject to such Lessee continuing to pay all Rent under the applicable Lease, when due, prior to and through the applicable Lease Assignment Time.

  • Subject to the terms and conditions set forth herein, at the applicable Closing the applicable Lessees shall convey, assign and deliver the Leasehold Assets (as defined herein), for each Hotel as to which a Lease is to be assigned, to the applicable TRS Lessees, all as of the Lease Assignment Time (it being understood and agreed that no consideration other than the consideration as expressly contemplated by this Agreement shall be due or owed in connection therewith).

  • The IH Entities and the IH Manager acknowledge that the IH Entities shall be responsible for payment of, and shall pay when due under applicable law, all wages and salaries payable to, and all vacation pay, sick pay and other paid time off, pension and welfare benefits, payroll taxes and other fringe benefits accrued with respect to all individuals employed at the Hotels relating to the period prior to the applicable Lease Assignment Time.


More Definitions of Assignment Time

Assignment Time means, (i) with respect to any Assumed Liabilities, the time at which such Assumed Liabilities are assumed by the Emerald Entities pursuant to this Agreement and (ii) with respect to any Purchased Assets, the time at which such Purchased Assets are sold, conveyed, contributed, distributed, transferred, assigned or delivered, to, and assumed by, the Emerald Entities pursuant to this Agreement.
Sample 1
Assignment Time means the close of business on the day preceding the consummation of the sale or other disposition of all or substantially all of the assets or capital stock of Seller, whether by merger, recapitalization, reorganization, combination, sale or other extraordinary transaction.
Sample 1

Related to Assignment Time

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

  • Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the Internal Revenue Code.

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

  • Assignment Date means _____________________, 199___.

  • 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.

  • Trademark Assignment shall have the meaning specified in Section 3.2(c).

  • 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.

  • Patent Assignment Agreement means the patent assignment agreement substantially in the form of Exhibit A.

  • 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:

  • Collateral Assignment Agreement has the meaning set forth in Section 9.05.

  • Addendum and Assignment Agreement The Addendum and Assignment Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer.

  • Intellectual Property Assignment Agreement means, with respect to each Specified Business, an agreement in form and substance reasonably acceptable to Seller and Buyer, providing for the assignment of the Transferred Intellectual Property Related to such Specified Business.

  • Lender Assignment Agreement means an assignment agreement substantially in the form of Exhibit D hereto.

  • Patent Assignment each patent collateral assignment agreement pursuant to which an Obligor assigns to Agent, for the benefit of Secured Parties, such Obligor’s interests in its patents, as security for the Obligations.

  • Assignment Taxes has the meaning set forth in Section 3.01(b).

  • 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:

  • Purchase Agreement Assignment means that certain Purchase Agreement Assignment [NW 1997 I], dated as of February 3, 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.

  • Lease Assignment has the meaning set forth in Section 3.6(d).

  • 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 Lease means the Assignment of Lease to be executed by the Seller at the Closing with respect to each parcel of Leased Real Property listed on Section 3.16(b) of the Disclosure Schedule, in a form to be mutually agreed by the Seller and the Purchaser.

  • 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 and Conveyance Agreement As defined in Subsection 6.01.

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

  • Intellectual Property Assignment has the meaning set forth in Section 3.02(a)(iii).

  • Collateral Assignment means, with respect to any Contracts, the original instrument of collateral assignment of such Contracts by the Company, as Seller, to the Collateral Agent, substantially in the form included in Exhibit A hereto.