Agreement and Assignment Sample Clauses

Agreement and Assignment. This Agreement may be amended, modified, waived, discharged or terminated only by a written instrument executed by Company and the Investor. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, except that Company may not transfer, assign or delegate any of its respective rights, duties or obligations hereunder. Notwithstanding anything to the contrary herein, the Investor may assign its rights under this Agreement without the consent of the Company. No rights are intended to be created hereunder for the benefit of any third party donee, creditor or incidental beneficiary of Company.

Agreement and Assignment. This Thirty-fourth Supplementary Capital Funds Agreement and Assignment (hereinafter referred to as "this Agreement") dated as of September 1, 2002, is made by and among Entergy Corporation (successor to Middle South Utilities, Inc.) ("Entergy"), System Energy Resources, Inc. (formerly Middle South Energy, Inc.) (the "Company"), The Bank of New York (successor to United States Trust Company of New York), as trustee (hereinafter called the "Corporate Trustee"), and Dougla▇ ▇. ▇▇▇▇▇▇▇▇ (▇▇▇▇essor to Gerard ▇. ▇▇▇▇▇ ▇▇▇ ▇alcol▇ ▇. ▇▇▇▇), ▇▇ trustee (hereinafter called the "Individual Trustee") (the Corporate Trustee and the Individual Trustee being hereinafter called the "Trustees").

Agreement and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Executive may not assign this Agreement to a third party. The Company may assign its rights, together with its obligations hereunder, to any affiliate and/or subsidiary of the Company or any successor thereto or any purchaser of substantially all of the assets of the Company, without Executive’s consent and without advance notice.

Agreement and Assignment. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, and (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the successor Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the successor Administrative Agent, any Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Agreement and Assignment