Assignment; Effect of Certain Dates Sample Clauses

Assignment; Effect of Certain Dates. For value received, without recourse, representation or warranty (except as expressly set forth herein) the Assignor sells and assigns to the Assignee, and the Assignee purchases and assumes from the Assignor, all of the Assignor's right, title and interest in and to, and all of the Assignor's obligations with respect to, the Assigned Share under the Credit Agreement. On the date the Agent has confirmed by telecopy to the Assignor that the Agent has received a fully completed Assignment Execution Form signed by the Assignor and the Assignee (the "Contract Date"), the obligations of the Assignor and the Assignee hereunder shall be irrevocable as between themselves unless and until a party whose consent hereto is required by the Credit Agreement (a "Required Party") gives written notice (as provided in this paragraph) to the Assignor that such Required Party's consent will not be given. Upon its receipt of a fully completed Assignment Execution Form signed by the Assignor and the Assignee, the Agent will send a copy of such Assignment Execution Form to each Required Party, and will request each Required Party either (i) to execute the Assignment Execution Form and redeliver it to the Agent or (ii) to notify the Agent in writing that it will not execute the Assignment Execution Form, in either case prior to 12:00 noon (New York City time) on the Business Day which is two Business Days prior to the Settlement Date (as defined in Section 9 hereof). Any Required Party which has not delivered to the Agent an executed Assignment Execution Form by such time will be deemed not to have consented to the Assignment Execution Form and this Assignment and Assumption will thereupon be null and void; in addition, the Agent will promptly notify the Assignor and the Assignee if it has received a notice from a Required Party that such Required Party's consent will not be given, and this Assignment and Assumption will thereafter be null and void. Once a Required Party has evidenced its consent by delivery to the Agent of its executed Assignment Execution Form, such consent may not be withdrawn, and upon execution and delivery by all Required Parties, it is irrevocably agreed that this Assignment and Assumption will become effective on the Settlement Date and the Agent will change its books and records to reflect this Assignment and Assumption. No (i) failure of any party to settle on the Settlement Date any amount owed hereunder, (ii) dispute respecting settlement, or (iii) ba...
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Assignment; Effect of Certain Dates. For value received, without recourse, representation or warranty (except as expressly set forth herein or in the Loan Agreement) the Assignor sells and assigns to the Assignee, and the Assignee purchases and assumes from the Assignor, all of the Assignor's right, title and interest in and to, and all of the Assignor's obligations with respect to, the applicable Assigned Shares under the Loan Agreement. The Agent shall confirm by telecopy to the Assignor and the Assignee that the Agent has received a fully completed Assignment Execution Form signed by the Assignor and the Assignee on the date that the Agent sends such confirmations, which shall in no event be later than October 29, 1999 (the "Contract Date"), the obligations of the Assignor and the Assignee hereunder shall be irrevocable as between themselves. Upon its receipt of a fully completed Assignment Execution Form signed by the Assignor and the Assignee, the Agent will send a copy of such Assignment Execution Form to the Canadian Borrower. No (i) failure of any party to settle on the Settlement Date any amount owed hereunder, (ii) dispute respecting settlement, or (iii) bankruptcy, insolvency or other condition whatsoever respecting any Person shall in any way impair, reduce or otherwise affect the transfer of the Assigned Shares to the Assignee, and the release of the Assignor, as contemplated by this Assignment and Assumption.
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Assignment; Effect of Certain Dates. For value received, without recourse, representation or warranty (except as expressly set forth herein) the Assignor sells and assigns to the Assignee, and the Assignee purchases and assumes from the Assignor, all of the Assignor's right, title and interest in and to, and all of the Assignor's obligations with respect to 30.0% of the Line of Credit, but in no event more than $15,000,000.00 (the "Assigned Share") under the Financing Agreement. On the date the Agent has confirmed by facsimile to the Assignor that the Agent has received a fully completed Assignment Execution Form signed by the Assignor and the Assignee (the "Contract Date"), the obligations of the Assignor and the Assignee hereunder shall be irrevocable. No (i) failure of any party to settle on the Settlement Date any amount owed hereunder, (ii) dispute respecting settlement or (iii) bankruptcy, insolvency or other condition whatsoever respecting any person shall in any way impair, reduce or otherwise affect the transfer of the Assigned Share to the Assignee, and the release of the Assignor, as contemplated by this Assignment.
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Related to Assignment; Effect of Certain Dates

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Modification of Certain Agreements The Borrower will not, and will not permit any of its Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in,

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.

  • Notification of Certain Matters From the date hereof through the ------------------------------- Closing, Buyer or Parent shall give prompt notice to Seller and the Company of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the Buyer or Parent contained in this Agreement or in any exhibit or schedule hereto to be untrue or inaccurate in any material respect and (b) any failure of Buyer or Parent to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any exhibit or schedule hereto; provided, however, that such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. From the date hereof through the Closing, Seller and the Company shall give prompt notice to Buyer or Parent of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the Seller or Company contained in this Agreement or in any exhibit or schedule hereto to be untrue or inaccurate in any material respect and (b) any failure of Seller or Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any exhibit or schedule hereto; provided, however, that such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition.

  • Prior Notice of Certain Events In case:

  • Notice of Certain Matters Give Agent written notice of the following promptly after any executive officer of Borrower shall become aware of the same:

  • Amendment of Certain Documents Such Borrower will not amend or otherwise modify its Certificate of Formation or Articles of Association as the case may be, or operating agreement in any way which would have a Material Adverse Effect on such Borrower.

  • Absence of Certain Agreements Neither Parent nor any of its Affiliates has entered into any contract, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether oral or written), pursuant to which: (a) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company (i) agrees to vote to adopt this Agreement or the Merger or (ii) agrees to vote against any Superior Proposal or (b) any Third Party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

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