Binding Effect; Assignability; Survival Sample Clauses
The "Binding Effect; Assignability; Survival" clause establishes that the rights and obligations outlined in the agreement are legally binding on all parties and their successors or permitted assigns. It typically clarifies whether parties can transfer their rights or delegate their duties to others, often requiring prior written consent for such assignments. Additionally, it specifies which provisions of the agreement will continue to apply even after the contract ends, such as confidentiality or indemnification obligations. This clause ensures continuity and enforceability of key terms, addresses the transferability of contractual interests, and clarifies which responsibilities persist beyond termination, thereby reducing uncertainty and potential disputes.
Binding Effect; Assignability; Survival. (a) This Agreement shall be binding upon the Transferor, the Transferee and their respective successors and permitted assigns and shall inure to the benefit of the Transferor, the Transferee, and their respective successors and permitted assigns. Except as provided in Section 9.04(b), neither the Transferor nor the Transferee may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the other party hereto and of the Administrative Agent. The Transferor further agrees to send to the Custodian copies of all notices and reports required to be delivered to the Transferee hereunder. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Collection Date; provided, however, that the indemnification and payment provisions of Article VIII and Section 9.06 shall be continuing and shall survive any termination or assignment of this Agreement.
(b) The Transferor acknowledges that the Transferee will assign to the Administrative Agent for the benefit of the Secured Parties (pursuant to the Loan and Security Agreement) all of its rights, remedies, powers and privileges hereunder (including, without limitation, Section 8.01 hereof). The Transferor agrees that the Administrative Agent, as the assignee of the Transferee, shall, subject to the terms of the Loan and Security Agreement and the other Operative Documents, have the right to enforce this Agreement and to exercise directly all of the Transferee’s rights and remedies under this Agreement, and the Transferor agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies.
Binding Effect; Assignability; Survival. This Servicing Agreement shall be binding upon and inure to the benefit of the Issuer, the Servicer, the Trustee and their respective successors and permitted assigns. Neither the Servicer nor the Issuer may assign any of its rights hereunder or any interest herein without the prior written consent of the other party and, so long as the Notes are Outstanding, the Trustee, except as otherwise herein specifically provided; provided, however, that a Change of Control shall not by itself be deemed an assignment for purposes of this Section 6.7. This Servicing Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until, with respect to the various parties, terminated pursuant to Section 6.13. Section 5.1, Section 6.2, Section 6.3, Section 6.9, Section 6.10, Section 6.11, Section 6.12 and Section 6.14 shall be continuing and shall survive any termination of this Servicing Agreement.
Binding Effect; Assignability; Survival. This Agreement shall be binding upon and inure to the benefit of Purchaser, Seller and their respective successors and permitted assigns. Seller may not assign its rights hereunder or any interest herein without the prior written consent of Purchaser. Except as set forth in the succeeding sentence, Purchaser may not assign its rights hereunder or any interest herein without the prior written consent of Seller. Without obtaining the consent of Seller but with the prior written notice to Seller, Purchaser may assign its rights hereunder with respect to one or more Student Loans to a special purpose entity that is an affiliate of the Purchaser in connection with a securitization of such Student Loans. For the purposes of the foregoing, an affiliate of the Purchaser is an entity that controls, is controlled by or is under common control with the Purchaser, where the term “control” means the ownership of or right to direct the voting of at least a majority of the voting power of the Purchaser or such entity, as applicable. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Termination Date. The rights and remedies with respect to any breach of any representation and warranty made by Seller pursuant to this Agreement and the indemnification and payment provisions of Article VIII shall be continuing and shall survive any termination of this Agreement.
Binding Effect; Assignability; Survival. This Residual License Agreement shall be binding upon and inure to the benefit of the Issuer, the Parent, the Trustee and their respective successors and permitted assigns. Neither the Parent nor the Issuer may assign any of its rights hereunder or any interest herein without the prior written consent of the other party hereto and, in the case of the Parent, so long as the Notes are outstanding, the Trustee pursuant to Section 9.1 or Section 9.2 of the Indenture, as applicable, except as otherwise herein specifically provided; provided, however, that a Change of Control shall not be deemed an assignment for purposes of this Section 9.8. This Residual License Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect during the License Term, subject to Article VII.
Binding Effect; Assignability; Survival. This Purchase and Sale Agreement shall be binding upon and inure to the benefit of the Issuer, the Parent and the Trustee and their respective successors and permitted assigns. Neither the Parent nor the Issuer may assign any of its rights hereunder or any interest herein without the prior written consent of the other party and, in the case of the Parent, so long as the Notes are outstanding, the Trustee pursuant to Section 9.1 or Section 9.2 of the Indenture, as applicable, except as otherwise herein specifically provided; provided, however, that a Change of Control shall not by itself be deemed an assignment for purposes of this Section 9.8. This Purchase and Sale Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree, it being agreed that the parties hereto shall not terminate this Purchase and Sale Agreement at any time prior to payment in full of the Notes. The rights and remedies with respect to (i) any breach of any representation and warranty made by the Parent pursuant to Section 5.1, (ii) the indemnification and payment provisions of Article VIII and (iii) the provisions of Section 9.4, Section 9.10, Section 9.11, Section 9.12, Section 9.13 and Section 9.14 shall be continuing and shall survive any termination of this Purchase and Sale Agreement.
Binding Effect; Assignability; Survival. This Agreement shall be binding upon and inure to the benefit of the Issuer, MedPro, the Secured Parties and their respective successors and permitted assigns. None of MedPro or the Issuer may assign any of its rights hereunder or any interest herein without the prior written consent of the other parties and, in the case of MedPro, so long as the Notes are outstanding, the Trustee, except as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree, it being agreed that the parties hereto shall not terminate this Agreement at any time prior to payment in full of the Notes and the other Secured Obligations. The rights and remedies with respect to any breach of any representation and warranty made by MedPro pursuant to Section 5.1 and the indemnification and payment provisions of Article VIII and Section 9.11 (and any other similar provisions in the other Transaction Documents) shall be continuing and shall survive any termination of this Agreement.
Binding Effect; Assignability; Survival. This Agreement shall be binding upon and inure to the benefit of the Seller, the Originator, the Servicer, the Purchaser, the Administrative Agent and their respective permitted successors and assigns. None of the Seller, the Originator or the Servicer may assign any of their rights and obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Administrative Agent. The Purchaser and the Administrative Agent may, at any time, without the consent of the Seller, the Originator or the Servicer assign any of their respective rights and obligations hereunder or interest herein to any Person and, in such respect, specific references in this Agreement to assignees of the Purchaser or the Administrative Agent are for convenience only and not by way of limitation of such general rights. Any such assignee may further assign at any time its rights and obligations hereunder or interests herein without the consent of the Seller, the Originator or the Servicer. Without limiting the generality of the foregoing, the Purchaser hereby notifies the Seller, the Originator and the Servicer that it intends to fund its purchases of Receivables under this Agreement through the issuance of Commercial Paper and intends to assign its interests hereunder to a collateral agent or trustee for the holders of the Commercial Paper and the lenders or purchasers under the Liquidity Agreement. The Seller, the Originator and the Servicer agree to reasonably cooperate with the Purchaser and the Administrative Agent in all matters facilitating such assignments. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; PROVIDED, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller, the Originator or the Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII shall be continuing and shall survive any termination of this Agreement.
Binding Effect; Assignability; Survival. This Agreement shall be binding upon and inure to the benefit of the Purchaser and the Seller and their respective successors and permitted assigns. Neither the Seller nor the Purchaser may assign any of its respective rights hereunder or any interest herein without the prior written consent of the other party hereto, except as otherwise herein specifically provided; provided, however, that a Change of Control shall not by itself be deemed an assignment for purposes of this Section 9.6; provided, further, that Purchaser may assign its rights hereunder or its interest herein to an Affiliate without Seller’s prior written consent so long as (i) such Affiliate shall have assumed all of the obligations of Purchaser under this Agreement and (ii) Purchaser shall remain bound by all obligations of “Purchaser” under this Agreement. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.
Binding Effect; Assignability; Survival. This Sale Agreement shall be binding upon and inure to the benefit of the Parent and Funding, and their respective successors and permitted assigns. The Parent may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Funding and acknowledges that Funding may, and intends to, assign its rights hereunder pursuant to the Receivables Purchase Agreement. The Parent agrees to reasonably cooperate with Funding and its assignees to facilitate such assignments. This Sale Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; PROVIDED, that the rights and remedies with respect to any breach of any representation and warranty made by the Parent pursuant to Section 3 and the indemnification and payment provisions of Section 6 shall be continuing and shall survive any termination of this Sale Agreement.