Assignment by Select Clause Samples

Assignment by Select. (a) Except as herein provided, Select shall not sell, assign, hypothecate, transfer or otherwise dispose of, in whole or in part, any of its rights or interests hereunder (but may, without Owner’s consent, assign or grant security interests in or to its right to receive Management Fees hereunder as security for any monetary obligations of Select). Notwithstanding the foregoing, Select may transfer or assign its rights under this Agreement in whole, but not in part, to any Affiliate of Select, whether as a result of merger, reorganization, acquisition, or “change in control,” subject, in each such case, to each of the following terms and conditions: (1) The transferee shall, no later than the effective date of the transfer, be an Affiliate of Hyatt Corporation; (2) The transferee shall have the full right, power and authority to enter into this Agreement and to fulfill the obligations of Select hereunder; (3) Not later than the effective date of any such transfer, the transferee shall have available to it the entire operating system of Select for the use and benefit of the transferee and the management and operation of the Hotel as part of Hyatt Place Hotels, including, without limitation, the benefit of services that are designed to approximate the Shared Services available to the Hotel prior to any such transfer; and (4) The transferee shall have executed a written instrument in form and substance reasonably satisfactory to Owner, a certified copy of which shall be delivered to Owner not later than twenty (20) days following the effective date of any such transfer, expressly assuming and agreeing to pay, perform and discharge all of the liabilities and obligations of Select hereunder, including, without limitation, any such liabilities or obligations arising or accruing prior to, on or after the effective date of any such transfer. (b) Upon satisfaction and discharge of all conditions set forth in Section 11.1(a), Select shall be relieved of any liability or obligation hereunder arising after the date of such assignment. (c) Except as otherwise provided in this Section 11.1, upon any other assignment or transfer by Select of its rights or interests in this Agreement, Owner shall have the option, exercisable within 60 days from the receipt by Owner of notice of such transfer or assignment, to terminate this Agreement without liability or payment to Select.
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Related to Assignment by Select

  • Assignment by Seller The Seller shall have the right, upon notice to but without the consent of the Servicer, to assign, in whole or in part (but exclusive of the Servicer’s rights and obligations as owner of the servicing rights relating to the Mortgage Loans), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement. All references to the Seller in this Agreement shall be deemed to include its assignee or designee and any subsequent assignee or designee, specifically including the Trustee.

  • Assignment by Owner 51 Section 12.11

  • Assignment by Issuer The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables and/or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Indenture Trustee.

  • Assignment by Purchaser The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.

  • Assignment by Buyer Buyer shall have the right to assign this Agreement to any third party or parties and no consent on the part of Seller shall be required for such assignment, provided however, that any such assignment shall not relieve Buyer of its liabilities and obligations hereunder.