Equitable Assignment Sample Clauses

An Equitable Assignment clause establishes the transfer of rights or benefits from one party to another, even if the formal legal requirements for assignment are not fully met. In practice, this means that a party can assign their interest in a contract or asset to a third party through actions or informal agreements, rather than a formal written document. This clause is particularly useful in situations where a legal assignment is not possible or practical, ensuring that the assignee can still enforce the assigned rights in equity. Its core function is to provide flexibility and fairness in the transfer of contractual rights, addressing situations where strict legal formalities might otherwise prevent a valid assignment.
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Equitable Assignment. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer, as contemplated hereunder, of any Purchased Assets is prohibited by any applicable Laws or would require any governmental or third party Permits, including the Permits listed in Section 6.3 of the Disclosure Letter, and such Permits shall not have been obtained prior to the Closing (such Permits, collectively, "Delayed Consents"), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing the Parties shall use commercially reasonable efforts and shall cooperate with each other, to obtain promptly the Delayed Consents; provided that all reasonable out-of-pocket expenses of such cooperation and related actions shall be paid by Buyer. Pending receipt of the Delayed Consents or if such Delayed Consents are not obtained, the Parties shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer from and after the Closing, the rights and benefits of, and entitlements to exercise the Company's rights under, and effectively causing the Buyer to assume all Assumed Liabilities with respect to, such Purchased Assets and operations of the Business as if such assets and operations had been transferred by the Company to Buyer at Closing and any Liabilities associated with the arrangements specifically established by Buyer and the Company pursuant to this Section 8.6. Once any Delayed Consent is obtained, the Company shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Assets and operations of the Business to Buyer at Buyer's expense with Buyer responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closing; provided that no additional consideration shall be paid by Buyer to the Company for such relevant Purchased Assets.
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Equitable Assignment. 47 17.16 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
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Equitable Assignment. To the extent the deliverables contemplated by Section 13 are third party consents or waivers which are required to be obtained under applicable law or the terms of a governing agreement in order to effect the transactions hereunder with respect to an applicable Property, but such consents or waivers have not been obtained at Closing, if the parties are otherwise required to close under the terms of Section 5, then the parties shall close the transactions hereunder but with respect to such outstanding deliverables, the parties shall continue to seek to obtain such consent or waiver, and until such time as it is obtained, the parties shall not transfer the Property in breach of the applicable restrictions and instead shall enter into an equitable arrangement providing the purchasers the benefits and risks of ownership with respect to the Property for which the consent or waiver has not been obtained.
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Equitable Assignment. To the extent that any of the Stations Assets are not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third party or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof
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Equitable Assignment. Assignment by the Sellers to the Issuer of the benefit of the Purchased Receivables derived from Financing Contracts governed by the laws of England and Wales will take effect in equity only because no notice of the assignment will be given to Obligors. In addition the previous sale by VWFS to Dunyard took effect in equity only. The giving of notice to the Obligor of VWFS' assignment (whether directly or indirectly) to the Issuer would have the following consequences: (a) Notice to the Obligor would "perfect" the assignment so that the Issuer would take priority over any interest of a later encumbrance or assignee of VWFS' rights who has no notice of the assignment to the Issuer; (b) Notice to an Obligor would mean that the Obligor should no longer make payment to VWFS as creditor under the Financing Contract but should make payment instead to the Issuer. If the Obligor were to ignore a notice of assignment and pay VWFS for its own account, the Obligor might still be liable to the Issuer for the amount of such payment. However, for so long as VWFS remains the Servicer under the Servicing Agreement it is also the agent of the Issuer for the purposes of the collection of the Purchased Receivables and will, accordingly, be accountable to the Issuer for any amount paid to it in respect of the Purchased Receivables; (c) Until notice is given to the Obligor, equitable set-offs (such as for misrepresentation or breach of contract as referred to in "Liability For Dealer's Misrepresentations And Breach Of Contract" at paragraph 16 below) may accrue in favour of the Obligor in respect of his obligation to make payments under the relevant Financing Contract. These may, therefore, result in the Issuer receiving less monies than anticipated from the Purchased Receivables. The assignment of any Purchased Receivables to the Issuer will be subject both to any prior equities which have arisen in favour of the Obligor and to any equities which may arise in the Obligor's favour after the assignment until such time (if ever) as he receives actual notice of the assignment. If an ▇▇▇▇▇▇▇ claims that a right of set-off or counterclaim has arisen in his favour against VWFS and fails to pay in full all amounts due from him under his Financing Contract and VWFS reasonably determines that the claim is valid, VWFS will indemnify the Issuer against the amount set-off or counterclaimed by such Obligor; (d) Notice to the Obligor would prevent VWFS and the Obligor amending the relevant F...
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Equitable Assignment. The sale of the Hire Purchase Receivables by Notification Events These events shall include: (a) the Originator is for the purposes of Section 218(2) of the Act deemed to be unable to pay its debts as they fall due or suspends or threatens to suspend making payments (whether of principal or other payments) with respect to all or any class of its debts, or any other event set out in Section 218(1) of the Act occurs and in the case of any of the events aforementioned, the financial condition of the Originator is materially and adversely affected; (b) the net tangible assets of the Originator based on its latest consolidated financial statements falls below RM150,000,000; (c) a petition is presented or an order is made or a resolution is passed or any other action or step is taken for the winding up of the Originator (other than a solvent reorganisation on terms approved by the holders of the Class A Notes by Special Resolution) and the same is not discharged, withdrawn, set aside or discontinued within thirty (30) days; (d) (i) failure on the part of the Servicer to make any payment or deposit required under the relevant Transaction Documents within three (3) Business Days after the day such payment or deposit is required to be made or (ii) failure on the part of the Originator or the Servicer to observe or perform any other covenant or agreement of the Originator or the Servicer set forth in the relevant Transaction Documents and, if it is capable of being remedied, which continues unremedied for a period of twenty (20) Business Days after the earlier of discovery thereof by the Originator or the Servicer or receipt of written notice thereof from the Issuer, the Notes Trustee or the Notes Security Trustee; (e) any representation or warranty made by the Originator in the relevant Transaction Documents or any information required to be given by the Originator to the Issuer and/or Notes Trustee proves to have been incorrect or misleading in any material respect when made or delivered and continues to be incorrect or misleading in any material respect for a period of thirty
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Related to Equitable Assignment

  • Non-Assignment PROVIDER shall neither assign its rights nor delegate its duties under this Agreement without the prior written consent of A&M System.

  • Delegation; Assignment PFPC Trust may assign its rights and delegate its duties hereunder to any affiliate of PFPC Trust or of The PNC Financial Services Group, Inc., provided that PFPC Trust gives the Fund 30 days' prior written notice of such assignment or delegation.

  • Subletting Assignment Check the appropriate box to allow or deny the tenant to sublet the dwelling unit. If a landlord is allowing the tenant to sublet, it is important to indicate the number of days the tenant must notify the landlord of the subtenant’s contact information.

  • Deed; ▇▇▇▇ of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “▇▇▇▇ of sale” or “assignment” of the assets and interests referenced herein.

  • Modification; Assignment No amendment or other modification, rescission, release, or assignment of any part of this Agreement shall be effective except pursuant to a written agreement subscribed by the duly authorized representatives of the parties hereto.