Nature of Assignment. This instrument transfers legal title and possession of all of Assignor’s assets in the Assignment Estate; provided, that this Assignment constitutes a transfer of only those assets that can be transferred legally and does not constitute a transfer of property that it is illegal to transfer. Assignee, in its sole discretion, may determine whether to continue all or a part of the business operations of Assignor or to liquidate Assignor’s assets.
Nature of Assignment. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN PARAGRAPH 2 ABOVE, ASSIGNEE HEREBY ACKNOWLEDGES AND AGREES THAT THE ASSIGNMENT OF THE SUBJECT PARTNERSHIP INTEREST IS ON AN "AS IS, WHERE IS" BASIS AND THAT ASSIGNOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, THE PARTNERSHIP OR THE SUBJECT PARTNERSHIP INTEREST. ASSIGNEE ACKNOWLEDGES THAT (A) ASSIGNEE OR AN AFFILIATE OF ASSIGNEE HAS BEEN A GENERAL PARTNER IN THE PARTNERSHIP SINCE MARCH 10, 1982, AND IT HAS HAD FULL AND ADEQUATE OPPORTUNITY TO COMPLETE ALL PHYSICAL, FINANCIAL AND OTHER EXAMINATIONS AND DUE DILIGENCE RELATING TO THE ACQUISITION OF THE SUBJECT PARTNERSHIP INTEREST HEREUNDER PRIOR TO THE DATE HEREOF, AND IT HEREBY ACCEPTS THE SUBJECT PARTNERSHIP INTEREST, APPROVES OF SUCH MATTERS AND AGREES TO PURCHASE THE SUBJECT PARTNERSHIP INTEREST ON AN "AS IS" BASIS; AND (B) IT WILL ACQUIRE THE SAME SOLELY ON THE BASIS OF SUCH EXAMINATIONS AND NOT ON ANY INFORMATION PROVIDED BY ASSIGNOR (OTHER THAN AS EXPRESSLY PROVIDED IN PARAGRAPH 2 ABOVE).
Nature of Assignment. The assignment contained in the foregoing PARAGRAPHS A and B shall be fully operative and create, and are intended and shall be construed to create an absolute assignment for security purposes without any further action on the part of either party.
Nature of Assignment. Transmission Customer may assign use of its Firm Point-to-Point Transmission Service or Conditional Firm Point-to-Point Transmission Service reservation on a firm or non-firm basis and for periods of one or more hours. In the event an assignment or transfer is made on a non-firm basis, the Assignee will exercise its assigned or transferred rights in accordance with the terms applying to Non-Firm Point-to-Point Transmission Service under the ML Transmission Procedures.
Nature of Assignment. Borrower agrees that Lender shall have sole and exclusive possession of the original Note Collateral, including the original Shortfall Note and Xxxxxxxxxx Note, and that the assignment contained in this Section 10 constitutes a present and current assignment of the Note Collateral and is effective upon the execution and delivery hereof. Payments under or with respect to the Note Collateral shall be made as follows:
Nature of Assignment. Transmission Customer may assign use of its Firm Point-to-Point Transmission Service reservation in accordance with Section 3.3(h)(i) on a firm basis and any such assignment shall be for successive periods of one year, which one year periods shall be renewed automatically on a year-to- year basis unless the Assignee or the Transmission Customer, as applicable, gives the other at least three months’ notice to terminate prior to the expiry of any given one year period. If Nalcor or an Affiliate of Nalcor is an Assignee as provided for in Section 3.3(h)(i), and Nalcor or an Affiliate of Nalcor is in default of the provisions of the ECA and is not delivering the Nova Scotia Block in accordance with the ECA, the assignment of Firm Point-to-Point Transmission Service will be suspended for a corresponding period of time.
Nature of Assignment. The assignment includes the following activities if they are marked with a cross or separately specified:
Nature of Assignment. For the purposes and subject to the terms set forth herein, this Assignment is an absolute, unconditional, and presently effective assignment from Borrower to Lender of all of the Collateral. Notwithstanding the foregoing, prior to the occurrence of any Event of Default by Borrower under the Loan Agreement or any other Loan Document, Borrower shall, subject to the terms and conditions of this Assignment, have the right to use, employ and enjoy the benefits of and enforce its rights under the Contracts and have the right to use any of the Collateral. The acceptance of this Assignment will not constitute a satisfaction of any of the Obligations, and nothing in this Assignment shall be deemed to obligate Lender to enforce compliance with the terms or conditions of the Collateral, and Lender may institute such legal action and otherwise exercise any of its rights and powers under the Loan Documents in such manner as it may deem advisable at any time it shall see fit to do so, and for any cause for which the same might have been instituted or done had this Assignment not been made.
Nature of Assignment. For the purposes and subject to the terms set forth herein, this Assignment is an absolute, unconditional, and presently effective assignment from Borrower to Administrative Agent, for the benefit of itself and Lenders, of all of the Collateral. Notwithstanding the foregoing, at all times other than during an Event of Default by Borrower under the Loan Agreement or any other Loan Document, Borrower shall, subject to the terms and conditions of this Assignment, have the right to use, employ and enjoy the benefits of and enforce its rights under the Contracts and have the right to use any of the Collateral. The acceptance of this Assignment will not constitute a satisfaction of any of the Obligations, and nothing in this Assignment shall be deemed to obligate Administrative Agent to enforce compliance with the terms or conditions of the Collateral, and Administrative Agent may institute such legal action and otherwise exercise any of its rights and powers under the Loan Documents in such manner as it may deem advisable at any time it shall see fit to do so, and for any cause for which the same might have been instituted or done had this Assignment not been made.
Nature of Assignment. The assignment made hereby is executed as collateral security, and the execution and delivery hereof shall not in any way impair or diminish any obligations of the Assignor to the Bank under the Assignor's Note or any obligations of the Assignor or of the Borrower to the Assignor under the Company Note or the security Agreement, nor shall any of such obligations be imposed upon the Bank. The Bank shall not be required to make any inquiry as to the nature or sufficiency of any payment received by the Bank, or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to the Bank or to which it may be entitled hereunder at any time. Assignor shall indemnify and hold harmless the Bank from any liability, loss, damage or expense the Bank may incur under the Company Note or Security Agreement by reason of this assignment. Upon the payment of the principal of, and all interest on the Assignor's Note and the performance and observance of the provisions thereof, the assignment made hereby and all rights herein assigned to the Bank shall cease and terminate and all the right, title and interest of the Bank in and to the above described assigned property shall revert to the Assignor or to such person or persons as may be legally entitled thereto, and the Bank shall at the request of the Assignor or any such person, deliver to the Assignor an instrument, in recordable form, canceling and discharging this Assignment.
