Assignment of Contrac▇▇ ▇▇▇ ▇▇▇▇ts Clause Samples

Assignment of Contrac▇▇ ▇▇▇ ▇▇▇▇ts. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any of the Mosby Assets, the International Assets or any asse▇ ▇▇ TMHE, the TMHE Subsidiaries or Shepard's or any claim or right or any benefit ari▇▇▇▇ ▇▇▇▇eunder or resulting therefrom if an attempted as- signment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of McGraw-Hill or Times Mirror or any of their affili▇▇▇▇ ▇▇▇▇▇▇nder. McGraw-Hill and Times Mirror will use reasonable e▇▇▇▇▇▇, ▇▇▇ will cause their affiliates to use reasonable efforts (but without any payment of money by McGraw-Hill or Times Mirror or their affiliates) to ▇▇▇▇▇▇ ▇▇e consent of the other parties to any such asset or any claim or right or any benefit arising thereunder for the assignment thereof as permitted hereby. If such consent is not obtained, or if an attempted assignment thereof would be inef- fective or would adversely affect the rights of the transferor thereunder so that the transferee would not in fact receive all such rights, the transferor and the transferee will cooperate in a mutually agreeable arrangement under which the transferee would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the transferee, or under which the transferor would enforce for the benefit of the transferee, with the transferee assuming the transferor's obligations, any and all rights of the transferor against a third party thereto. The transferor will pay promptly to the transferee when re- ceived all monies received by the transferor after the Closing Date under any of the such assets or any claim or right or any benefit arising thereunder. Provided that McGraw-Hill and its affiliates (includ- ing Shepar▇'▇) ▇▇▇ ▇▇asonable efforts to obtain such consents, Times Mirror agrees that neither McGraw-Hill nor its affiliates shall have any liab▇▇▇▇▇ ▇▇▇▇▇oever arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or ter- mination of any asset of Shepard's as a result thereof, to the extent such ▇▇▇▇▇▇▇ ▇re disclosed on Schedule 6.02 or are not material to Shepard's. Times Mirror further agrees that no co▇▇▇▇▇▇▇ ▇hall be deemed n...
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Related to Assignment of Contrac▇▇ ▇▇▇ ▇▇▇▇ts

  • Assignment of Contract A. No assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

  • Assignment of Contracts GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

  • Assignment of Contracts and Rights (a) Nothing in this Agreement shall be construed as an attempt to assign, and Buyer shall not assume any Liabilities with respect to, any Contract or Permit constituting a Transferred Asset, or any other Transferred Asset, that by Law is nonassignable, or that by its terms is nonassignable without the Consent of the other party or parties thereto to the extent such party or parties assert in writing that such assignment is a breach of such Contract or Permit, or as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. With respect to any Contract, Permit or other Transferred Asset of the type described in the preceding sentence, and any claim, right or benefit arising thereunder or resulting therefrom, promptly after the date of this Agreement, to the extent required by the terms of the Contract, Permit or other Transferred Asset, Seller shall, at its sole cost and expense, obtain the written Consent of the other parties to any such Contract, Permit or other Transferred Asset for the assignment thereof to Buyer in form and substance satisfactory to Buyer. (b) If such Consent is not obtained with respect to any such Contract, Permit or other Transferred Asset prior to the Closing, in addition to any other remedy available to Buyer at law or in equity, at Seller’s expense, Seller shall, from and after the Closing take all actions and do or cause to be done all such things as shall in the reasonable judgment of Buyer or its counsel be necessary: (i) to ensure that the claims, rights and benefits with respect to such Contract, Permit or other Transferred Asset are preserved for Buyer or for the benefit of Buyer (including by entering into a subcontracting or subleasing arrangement with Buyer, if permitted); and (ii) to facilitate receipt of, and promptly pay to, Buyer all monies received by Seller under any such Contract, Permit or other Transferred Asset or any claim, right or benefit arising thereunder not transferred to Buyer pursuant to this Section 2.5.

  • Assignment of Agreements Each applicable Borrower shall have executed and delivered to Lender the Assignments of Agreements, and the Assignments of Agreements shall, to the extent prudent pursuant to local practice, have been irrevocably delivered to an authorized title agent for the Title Insurer for such recordation in the appropriate filing offices in the jurisdiction in which the applicable Individual Property is located.

  • Assignment of Overtime 3.4.1 Overtime shall be assigned on a rotating seniority basis among all qualified employees who are in the same classification, the same organizational unit, and at the same work location. An employee may decline an overtime assignment without adverse consequence unless it is assigned pursuant to Section 3.4.2 below. The department may define the group of qualified employees by their shift for purposes of assigning overtime so that call back pay is not obligated. In order to determine if an employee is qualified, the department should consider the employee’s work record in the department, including being in an unsatisfactory status on a current evaluation or having a formal discipline action in process. 3.4.2 If no employee in the classification, organization unit and work location accepts the overtime assignment, using the rotating seniority process, the District may assign the overtime in reverse rotating seniority order. 3.4.3 The following are allowable exceptions to the seniority overtime assignment process: When overtime is authorized for completion of a specific assignment, project, or work in progress, the employee who began the assignment, project, or work may be assigned the overtime; When the District determines it is necessary to consider special skills and training of employees to perform particular work; When employees are available to perform the work on a non-over-time basis, the District shall not be required to assign the work on an overtime basis. Overtime pay assignments will not be given to temporary employees unless the regular employees that would normally be assigned the overtime are not available or one of the seniority exceptions apply. 3.4.4 All overtime shall be offered to everyone on the applicable overtime list in descending order of seniority until the list is exhausted. Once the last name on the list is reached the process will resume from the top of the list. If an employee is offered overtime for a scheduled project and declines to accept, the employee forfeits his/her turn in the rotation. That employee will not be offered overtime until the list has been completed and his/her name comes up again in order of seniority. 3.4.5 Notice of scheduled overtime, for situations that are recurring or have advance notice, and which are offered on a rotational basis shall be posted in the same area as all required employment notices and announcements and will remain up until the work has been completed. Posting shall be on a form agreed to by the District and CSEA. Employee responses to the overtime posting shall be on a form agreed to by the District and CSEA. In lieu of posting, an organizational work unit may use electronic communications when all employees in such unit regularly use electronic communication. All such notices whether posted or sent by electronic communication will contain a description of the work to be done, the anticipated length of time to accomplish the work, the date(s) on which the work will be scheduled, and the date and time of posting. The notice shall be posted within a reasonable time of the District learning of the overtime work. Records will be maintained of all notices, employee responses, and overtime assignments for a period of three years.