NAI Clause Samples
The NAI (Non-Assignment and Inalienability) clause prohibits parties from transferring or assigning their rights and obligations under the agreement to third parties without prior consent. In practice, this means that neither party can sell, transfer, or delegate their contractual interests or duties to another entity unless the other party agrees in writing. This clause ensures that both parties maintain control over who they are in a contractual relationship with, thereby preventing unwanted or unapproved changes in the agreement’s participants and reducing the risk of dealing with unknown or unreliable third parties.
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NAI. (a) shall generally not, or be unable to, or shall admit in writing its inability to, pay its debts as such debts become due; or (b) shall make an assignment for the benefit of creditors, petition or apply to any tribunal for the appointment of a custodian, receiver or trustee for it or a substantial part of its assets; or (c) shall file any petition or application to commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (d) shall have had any such petition or application filed against it; or (e) by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver or trustee for all or any substantial part of its property; or (f) shall suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of sixty days or more.
NAI. 5001621302v25001621479v5 -11- “Metal Documents” means this Agreement, the Security Documents, the Metal Hedging Transactions, each ISDA Agreement (if any) and all agreements, instruments and documents relating thereto which have been executed or delivered by or on behalf of a Customer. “Metal Hedging Transaction” means any transaction (including any agreement with respect thereto) now existing or hereafter entered into by a Customer and the Metal Consignor which is a swap, forward, option, cap, floor, collar, cross-currency transaction or other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more Consignments, interest rates, price indices or other financial measures, which is designed to hedge or mitigate risks to which a Customer has exposure with respect to Metal. “Metal Intercreditor Agreement” means the Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of August 27, 2019, by and among the Metal Consignor, as the Collateral Agent thereunder, and the Approved Consignors, as may be amended, restated or supplemented from time to time. “Net Marked-to-Market Exposure” means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of the Customers arising from Swap Agreements and Metal Hedging Transactions. As used in this definition, “unrealized losses” means the fair market value of the costs to a Customer of replacing such Swap Agreement or Metal Hedging Transaction as of the date of determination (assuming the Swap Agreement or Metal Hedging Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Customer of replacing such Swap Agreement or Metal Hedging Transaction as of the date of determination (assuming such Swap Agreement or Metal Hedging Transaction were to be terminated as of that date) and, with respect to Metal Hedging Transactions, as reasonably determined and communicated by the Metal Consignor to the Customer Agent and, to the extent applicable to the particular Metal Hedging Transaction, using the value of underlying Metal calculated in accordance with Section 2.2 hereof. “Nickel” means nickel of 99.80% minimum purity conforming to B39-79 (2008), unless otherwise agreed in writing between the Metal Consignor and the Customer Agent. “NYB” has the meaning set forth in Section 16.19 hereof. “Obligations” m...
NAI. For the Term of this Agreement, in consideration for the license and rights granted herein (including but not limited to those set forth in Section 2.6), NAI shall pay to McAf▇▇.▇▇▇ ▇ ▇uarterly royalty of two hundred and fifty thousand dollars ($250,000), whether or not any new Derivative works or other technology were actually made subject to the licenses set forth herein during any given quarter.