Distribution and Assignment Agreement definition

Distribution and Assignment Agreement means, as the context requires, any of the DHC Distribution and Assignment Agreement or the Diamond Resorts Corporation Distribution and Assignment Agreement or the DFHC Contribution and Assignment Agreement.
Distribution and Assignment Agreement has the meaning set forth in Section 2(b).

Examples of Distribution and Assignment Agreement in a sentence

  • The transfer of the BioMarin Acquired Assets and the BioMarin Subsidiary Acquired Assets by the Company to BioMarin and BioMarin Subsidiary in accordance with this Agreement will be further evidenced by a Distribution and Assignment Agreement in the form attached hereto as Exhibit 1.

  • As used herein, the term “Distribution and Assignment Agreement” means that certain Distribution and Assignment Agreement dated as of October 27, 2023, by and among Nascent, the Borrower and the Holder (as amended, amended and restated, supplemented or otherwise modified from time to time).

  • Effective as of immediately following the effective time of the Distribution and Assignment Agreement on the date hereof, and on the terms and subject to the conditions set forth herein, Exelon hereby contributes, assigns, transfers and conveys to EEDC all of Exelon’s right, title and interest in and to all of the Class A Membership Interests.

  • Chemicals were selected based on the genotoxicity and carcinogenicity data compiled by the OECD DRP31 (2004; 2007) and Kirkland et al.

  • Effective as of immediately following the effective time of the Distribution and Assignment Agreement on the date hereof, and on the terms and subject to the conditions set forth herein, EEDC does hereby accept all of Exelon’s right, title and interest in and to the Class A Membership Interests.

  • The Borrower or Nascent breaches any covenant, agreement, or other term or condition contained in the SPA, this Note, any Note (as such term is defined in the SPA), the Distribution and Assignment Agreement, any RRA, or in any other Transaction Document or in any agreement, statement or certificate given in writing pursuant hereto or thereto or in connection herewith or therewith.

  • The Borrower or Nascent breaches any covenant, agreement, or other term or condition contained in the SPA, this Note, any other Note (as such term is defined in the SPA), the Consolidated Amended and Restated Walleye Note, the Distribution and Assignment Agreement, any RRA, or in any other Transaction Document or in any agreement, statement or certificate given in writing pursuant hereto or thereto or in connection herewith or therewith.

  • In the event any New Buyer purchases any Notes hereunder on or prior to the New Money Multiple Deadline, the Distribution and Assignment Agreement shall be amended or amended and restated as needed and for the sole purpose of appropriately accounting for such New Buyer.

Related to Distribution and Assignment Agreement

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

  • 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.

  • Patent Assignment Agreement means the Patent Assignment Agreement attached hereto as Exhibit G.

  • 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:

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

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

  • Xxxx of Sale and Assignment and Assumption Agreement has the meaning specified in Section 2.8(a)(i).

  • Purchase Agreement Assignment means the Purchase Agreement and Engine Warranties Assignment [________], dated as of even date with the Participation Agreement, between Lessee and Owner Trustee.

  • 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 and Assumption Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit A.

  • Assignment and Conveyance Agreement As defined in Subsection 6.01.

  • Assignment and Assumption Agreements means each of the Assignment and Assumption Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented from time to time.

  • 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.

  • Assignment and Acceptance Agreement means an assignment and acceptance agreement entered into by a Committed Lender, an Eligible Assignee, such Committed Lender’s Group Agent and the Administrative Agent, and, if required, the Borrower, pursuant to which such Eligible Assignee may become a party to this Agreement, in substantially the form of Exhibit C hereto.

  • Collateral Assignment Agreement has the meaning set forth in Section 10.05.

  • 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 fullest extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our respective parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents, contractors or similar parties acting on behalf of either Us or HomeServe shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per repair benefit limit set out above relating to any repairs performed by Us, HomeServe or on behalf of either Us or HomeServe or services provided hereunder giving rise to such loss or damage; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, damages based on anticipated or lost profits, wages, or revenue, or damages based on diminution in value or a multiple of earnings, including those caused by any fault, failure, delay or defect in providing any repairs performed by Us, HomeServe or on behalf of either Us, or HomeServe or services provided under this Service Agreement, regardless of whether such damages were foreseeable and whether or not We or HomeServe or anyone acting on behalf of either Us or HomeServe have been advised of the possibility of such damages (the damages listed in clauses (a) and (b), collectively the “Excluded Damages”); 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.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Payment Agreement means a written agreement which provides

  • Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.

  • Distribution Agreement has the meaning set forth in the recitals to this Agreement.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Assignment of Recognition Agreement With respect to a Cooperative Loan, an assignment of the Recognition Agreement sufficient under the laws of the jurisdiction wherein the related Cooperative Unit is located to reflect the assignment of such Recognition Agreement.

  • Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.

  • Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.

  • Designation Agreement means a designation agreement entered into by a Lender (other than a Designated Bidder) and a Designated Bidder, and accepted by the Agent, in substantially the form of Exhibit D hereto.