Assignment Event Sample Clauses
An Assignment Event clause defines the circumstances under which one party may transfer its rights or obligations under a contract to another party. Typically, this clause outlines the conditions that must be met for an assignment to occur, such as requiring prior written consent from the non-assigning party or specifying certain events that trigger the right to assign. Its core practical function is to control and clarify the process of transferring contractual interests, thereby protecting the parties from unwanted or unauthorized changes in the contractual relationship.
Assignment Event. The long-term senior unsecured debt rating of the Seller being rated below “BBB-” by Standard & Poor’s and “Baa3” by Moody’s, or (ii) the occurrence of an Event of Servicing Termination.
Assignment Event. Immediately upon the occurrence of any Assignment Event, the Representative or the Servicer shall notify the Indenture Trustee of such occurrence. Thereafter, unless the Rating Agency Condition is satisfied with respect to the Indenture Trustee's Loan Files remaining with the Custodian, the Custodian shall begin transferring all Indenture Trustee's Loan Files in its possession to the Indenture Trustee or its bailee. The Custodian shall undertake such transfer in a manner that will result in the completion of the transfer of all such Indenture Trustee's Loan Files to the Indenture Trustee within 30 days following the occurrence of an Assignment Event. From and after the occurrence of an Assignment Event, and the delivery of the Indenture Trustee's Loan Files to the Indenture Trustee, the Indenture Trustee shall act as Custodian or it may engage the services of another Person to act as Custodian. The Custodian hereby acknowledges that it is bailee of the Indenture Trustee and is holding all of the Indenture Trustee's Loan Files delivered to it solely in trust for the Indenture Trustee. From time to time following delivery of the Indenture Trustee's Loan Files to the Indenture Trustee pursuant to this Section 2.09, the Indenture Trustee may appoint a Custodian who is acceptable to the Trust Administrator. The Trust Administrator shall notify the Rating Agencies of any appointment of a successor Custodian.
Assignment Event. The first to occur of any of the following shall be an “Assignment Event” under this Agreement, upon which, as provided in Section 3.5, the Assignment (as defined in Section 3.2.5) shall be released and delivered to HTL from the Escrow (as defined in Section 3.5), provided that HTL is not in Default under this Agreement or any exhibits:
(a) The receipt by HTL within twenty four (24) months after the Effective Date of not less than two million dollars ($2,000,000) earmarked for regular business operations and not used to retire existing convertible notes; or
(b) Execution of an agreement by all necessary parties for the sale by HTL and purchase by a Third Party of substantially all of the assets of HTL where such Third Party (or its ultimate parent undertaking) has a fair market value or assets exceeding liabilities of at least ten million dollars ($10,000,000) certified under U.S. GAAP, and assumes all of HTL’s obligations hereunder; or
(c) The closing of an acquisition of substantially all of the outstanding shares of HTL stock by a Third Party (or its ultimate parent undertaking) having a current fair market value or assets exceeding liabilities of at least ten million dollars ($10,000,000) certified under U.S. GAAP, and assuming all of HTL’s obligations hereunder; or HTL-CHEN TECHNOLOGY AGREEMENT HIGHLY CONFIDENTIAL (d) Chen’s receipt under this Agreement of aggregate Royalty payments of at least three million dollars ($3,000,000), exclusive of the 448K Secured Promissory Note (as defined in Section 3.1.1); provided, notwithstanding anything to the contrary, HTL has the right, in its sole discretion and from time to time, to make prepayment of any such aggregate Royalty amount; or
Assignment Event. The long-term senior unsecured debt rating of First Tennessee Bank National Association is not rated at least "BBB" by Standard & Poor's and at least "Baa2" by Moody's, or (ii) the o▇▇▇▇▇▇▇ce of an Event of Default which results in the termination of First Horizon Home Loan Corporation as Master Servicer hereunder.
Assignment Event. 40 ARTICLE III
Assignment Event. 40 ARTICLE III