Assignment Conditions has the meaning set forth in Section 17.1.2(b).
Assignment Conditions means collectively, (a) all interests (except as limited by this definition) of the Investors and all Notes must be assigned to one Person and, to the extent so requested, to such Person’s Affiliates except as otherwise consented to in writing by the Company, (b) the Company has provided prior written consent to assignment of the Notes (which consent may be withheld in the Company’s sole discretion), (c) the assignment of the Notes must be in accordance with an exemption from the registration requirements of the Securities Act and any applicable state securities laws and the Investors shall deliver to the Company a certification to such effect and shall execute and deliver all documents and agreements reasonably requested by the Company in connection therewith, including an opinion of counsel to the Investor if requested by the Transfer Agent, (d) immediately upon an assignment of the Notes, the Security Documents (other than the Guaranty and Security Agreement), the security interests granted therein and any liens against the Company, the Guarantors and the Collateral shall be terminated, released and discharged and the Investors will execute and deliver to the Company all documents and agreements requested by the Company in connection therewith and (e) any and all costs incurred by the Company or the Guarantors in connection with the assignment of the Notes shall be at the sole cost and expense of the Investors; provided, that, notwithstanding anything to the contrary set forth herein, if an Event of Default under Section 4.1(b), (c), (d) or (e) of the Notes has occurred and is continuing, the Company shall not have any consent right under (b) above with respect to any assignment, transfer or sale of the Note or this Agreement by any Investor, and subpart (d) of this definition shall not be applicable.
Assignment Conditions with respect to a proposed assignment agreement, shall mean an Assignment Agreement satisfying the following conditions: (1) the prospective assignee agrees to assume all of Buyer’s obligations and liabilities under this Agreement as they exist; and (2) the assignment does not increase Seller’s obligations or liabilities under this Agreement.
Examples of Assignment Conditions in a sentence
Whenever employees are required to travel on Company business and Project Assignment Conditions or Domestic Commuter Assignment Conditions do not prevail, employees shall be expected to use the shortest available, most continuous means of travel to the ultimate destination unless otherwise approved, in advance, by their Managers.
No Travel Meal Allowance will be paid for employees on Assignment Conditions.
Domestic Commuter Assignment Conditions are addressed in Article 26.
Project Hires may not be covered by Project Assignment Conditions.
SPEA will be consulted and agreement shall be obtained (not to be unreasonably withheld) on any amendments to Project Assignment Conditions or the creation of any new Project Assignment Conditions, as required.
More Definitions of Assignment Conditions
Assignment Conditions means the conditions precedent to the assignment of the Trademark Rights hereunder set forth in Exhibit B.
Assignment Conditions means, as the context requires, article 11 of the FSA and/or article 9 of the TSA.
Assignment Conditions means the assignment to the Borrower of, such that the Borrower is the owner and lender of record in respect of, Collateral Loans in an Aggregate Principal Balance that is equal to or greater than $228,460,000.
Assignment Conditions means all of the following: (i) Mortgagor shall have paid to Mortgagee a non-refundable processing fee of $2,500.00 plus all of the reasonable out-of-pocket costs and expenses of Mortgagee in connection with the proposed assignment of the Mortgage and all related documents (including, without limitation, reasonable attorneys’ fees and disbursements); (ii) the request for assignment by Mortgagor is made not less than thirty (30) days (and not more than (90) days) prior to the date of the proposed payoff of the Loan; (iii) the form of the Assignment of Mortgage and Allonge to the Note are reasonably satisfactory to Mortgagee (and contain only those representations set forth in this Section 1.03); (iv) Mortgagor pays all transfer tax, mortgage recording tax, documentary stamp or intangibles tax due in connection with the assignment of the Mortgage or other assignment documents being executed by Mortgagee; (v) Mortgagor and Liable Party execute a release, with respect to the Loan and the Loan Documents, of Mortgagee in such form as shall be reasonably required by Mortgagee; and (vi) Mortgagee is permitted by applicable federal or state law to assign the Mortgage (it being understood that if there is any legal requirement to obtain consent prior to assignment, then in no event shall Mortgagee be obligated to assign the Mortgage until such time as consent is obtained).
Assignment Conditions. All approved assignment conditions (Special Appraisal Instructions, Hypothetical Conditions, Extraordinary Assumptions and Jurisdictional Exceptions), must be identified below. Those that apply to all parcels on a project will be identified as such. Any additional assignment conditions that may affect only a portion of the parcels on the project will be labeled as only affecting a portion on the parcels, and the Parcel Variations table should be used to identify which of the additional assignment conditions apply to which parcels.
Assignment Conditions means all of the following: (i) Borrower shall have paid to Lender a non-refundable processing fee of $2,500.00 plus all of the reasonable out-of-pocket costs and expenses of Lender in connection with the proposed assignment of the Security Instrument and all related documents (including, without limitation, reasonable attorneys’ fees and disbursements); (ii) the request for assignment by Borrower is made not less than thirty (30) days (and not more than (90) days) prior to the date of the proposed payoff of the Loan; (iii) the form of the Assignment of Security Instrument and Allonge to the Note are reasonably satisfactory to Lender (and contain only those representations set forth in this Section 1.03); (iv) Borrower pays all transfer tax, mortgage recording tax, documentary stamp or intangibles tax due in connection with the assignment of the Security Instrument or other assignment documents being executed by Lender; (v) Borrower and Liable Party execute a release, with respect to the Loan and the Loan Documents, of Lender in such form as shall be reasonably required by Lender; and (vi) Lender is permitted by applicable federal or state law to assign the Security Instrument (it being understood that if there is any legal requirement to obtain consent prior to assignment, then in no event shall Lender be obligated to assign the Security Instrument until such time as consent is obtained).
Assignment Conditions has the meaning specified in Section 9.07(f).