No Assignment or Liens Sample Clauses

No Assignment or Liens. Supplier will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any security interest, lien, pledge, charge, claim or other encumbrance (including an filed UCC financing statement) or any adverse claim upon or with respect to, any of the Purchased Assets, or any interest therein, or assign any right to receive income in respect thereof, or grant any option with respect to, except for the interest of Xxxxx, and Supplier will defend the right, title and interest of Xxxxx in any of the Purchased Assets, against all claims of third parties claiming through or under Supplier. Supplier will not, without Xxxxx’x prior written consent, grant any extension of the time for payment of, or reduce the amount of, any Purchased Receivables, or compromise, compound or settle the same, or release, in whole or in part, a Buyer from payment thereof.
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No Assignment or Liens. Except as provided herein, Licensee shall not assign, mortgage or pledge this License nor let or underlet the whole or any part of the Cafe without reasonable consent of the City. Except as provided herein, Licensee shall not grant or permit any lien to be placed upon the Cafe or Library Building which is not discharged or bonded. Licensee shall provide the City with discharges for any and all liens which may be levied against the Cafe or Library Building. Licensee shall use reasonable commercial efforts to discharge such liens within thirty (30) business days of receipt of lien by Licensee. Notwithstanding the foregoing, Licensee may, solely for the purpose of constructing the Improvements, pledge this License Agreement as security for a loan from a financial institution (which shall, for the purpose of this paragraph, be a banking institution licensed to do business in the State of New York). It is expressly understood that any such financing shall be solely to fund the original construction of the improvements or to refinance any sum remaining unpaid under such original financing and for no other purpose without reasonable consent of the City. In the event Licensee pledges this License Agreement, the interests of such financial institution shall be subordinate to any rights or interests of the City, except to the extent the financial institution seeks a security interest in personal property and fixtures of Licensee in which case such security interest shall be superior to the City's security interest in the improvements, personal property and fixtures of Licensee. The City shall execute any documentation required by a lender to evidence such security interests provided such documentation is reasonably acceptable to the City. Unless otherwise agreed among the lender, the City and Licensee, the City shall have no obligation to give any notice to such financial institution in order to exercise any of its rights under this License Agreement, however, the City agrees to make reasonable efforts to provide the financial institution with reasonable notice of an event of default, provided the City has been given prior written notice of the name and address of such financial institution. Any agreement with a financial institution which has a security interest in the Cafe, shall provide for notice to the City of any event of default by Licensee under its agreement with such financial institution. The City agrees to cooperate with reasonable requests of the financ...
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No Assignment or Liens. Facility shall not dispose of the Equipment, assign any rights or possession of the Equipment under this Agreement, or loan the Equipment to any third party. Facility shall, at all times, keep the Equipment free and clear of all taxes, liens, encumbrances, and security interests. Any and all costs, expenses (including all court costs and attorneys' fees), damages, judgements, fines, or other amounts paid or incurred by Organogenesis in procuring the release or discharge of any such taxes, liens, encumbrances, or security interests shall be reimbursed on demand by Facility to Organogenesis as an additional part of Facility’s obligations hereunder.
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Related to No Assignment or Liens

  • No Rights or Liabilities as Shareholder Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof any rights as a shareholder of the Company or as imposing any obligation on the Holder to purchase any securities or as imposing any liabilities on the Holder as a shareholder of the Company, whether such obligation or liabilities are asserted by the Company or by creditors of the Company.

  • No Rights or Liabilities as a Shareholder This Warrant shall not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • No Rights or Liabilities as Stockholder Nothing contained in this Warrant shall be deemed to confer upon the Warrantholder any rights as a stockholder of the Company or as imposing any liabilities on the Warrantholder to purchase any securities whether such liabilities are asserted by the Company or by creditors or stockholders of the Company or otherwise.

  • Due on Sale or Encumbrance Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable to Seller lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than, or other than, a controlling interest in the related Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs (27) and (32) herein or the exceptions thereto set forth in Schedule C to this Exhibit C, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Exhibit C-32-1 to this Exhibit C, or future permitted mezzanine debt as set forth on Exhibit C-32-2 to this Exhibit C or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Serviced Companion Loan or Non-Serviced Companion Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money Exh. C-12 security interests, (iii) any Crossed Mortgage Loan, as set forth on Annex A-1 to the Prospectus or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.

  • No Sale or Encumbrance As long as this Agreement remains in effect, Grantor unconditionally agrees not to sell, option, assign, pledge, or create or permit to exist any lien or security interest in or against any of the Collateral in favor of any person other than Lender.

  • Transfers Intended as Sale; Security Interest (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

  • No Sale/Encumbrance Neither Borrower nor any Restricted Party shall Transfer the Property or any part thereof or any interest therein or permit or suffer the Property or any part thereof or any interest therein to be Transferred other than as expressly permitted pursuant to the terms of the Loan Agreement.

  • No Liens or Encumbrances Company's title to and ownership of Company-Owned Interconnection Facilities that were designed and constructed by Seller and/or its Contractors shall be free and clear of liens and encumbrances.

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