Perfection and Assignment Documents Clause Samples

Perfection and Assignment Documents. The Resigning Agent agrees to (i)(A) execute and deliver such instruments as may be prepared by the Successor Agent or its designee and are in form and substance reasonably satisfactory to the Resigning Agent and the Successor Agent, and (B) do such other things as the Successor Agent may reasonably request, in each case, so as to more fully and certainly vest and confirm upon the Successor Agent the rights, powers, privileges, obligations, duties and protections described in Section 2 hereof, and (ii)(A) assign or otherwise transfer to the Successor Agent all (1) UCC financing statements and (2) other perfection documentation (including, without limitation, an assignment of record of all publicly recorded perfection instruments), in each case, (x) with respect to liens encumbering the Collateral securing the Obligations and (y) pursuant to such instruments as may be prepared by the Successor Agent or its designee in form and substance reasonably satisfactory to the Resigning Agent and the Successor Agent and (B) physically deliver to the Successor Agent all possessory Pledged Collateral, if any, held by the Resigning Agent with respect to liens encumbering the Pledged Collateral securing the Obligations. All of the instruments and documentation described in this Section 9 (collectively, the “Perfection and Assignment Documents”) shall be prepared and (if applicable) recorded publicly, at the sole cost and expense of the Loan Parties.
View SourceView Similar (2)
Perfection and Assignment Documents. Resigning Administrative Agent shall (i) (A) execute and deliver such instruments as may be prepared by Successor Agent and are in form and substance reasonably satisfactory to Resigning Administrative Agent, and (B) do such other things as Successor Agent may reasonably request, in each case, so as to more fully and certainly vest and confirm upon Successor Agent the rights, powers, privileges, obligations, duties and protections described in Section 1.3 and (ii) (A) assign or otherwise transfer to Successor Agent all (1) UCC financing statements and (2) other perfection documentation (including, without limitation, an assignment of record of all publicly recorded perfection instruments), in each case, (x) with respect to liens encumbering the Pledged Collateral securing the Obligations and (y) pursuant to such instruments as may be prepared by Successor Agent in form and substance reasonably satisfactory to Resigning Administrative Agent and (B) physically deliver to Successor Agent all possessory Pledged Collateral, if any, held by Resigning Administrative Agent with respect to liens encumbering the Pledged Collateral securing the Obligations. All of the instruments and documentation described in this Section 1.4 (collectively, the “Perfection and Assignment Documents”) shall be prepared and (if applicable) recorded publicly, at the sole cost and expense of the Loan Parties. Each Loan Party agrees (i) to promptly take such action, upon the reasonable request of Successor Agent, as is necessary to carry out the intent of this Agreement, including, without limitation, the execution and delivery of any Perfection and Assignment Document, and (ii) that Successor Agent shall receive from Borrower all costs and expenses of Successor Agent invoiced as of the date hereof in connection with the preparation, execution, delivery, filing and/or recordation of this Agreement and the Perfection and Assignment Documents.
View Source

Related to Perfection and Assignment Documents

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • Contents of Agreement; Amendment and Assignment (a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer of the Company and by Executive. (b) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, within 15 days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place.

  • Governing Law and Assignment This Agreement shall be construed in accordance with and governed by the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that any assignment or transfer by any party of its rights under this Agreement or with respect to the Escrow Amounts or the Fund shall be void as against the Escrow Agent unless (a) written notice thereof shall be given to the Escrow Agent; and (b) the Escrow Agent shall have consented in writing to such assignment or transfer.

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser. (b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.

  • CESSION AND ASSIGNMENT The Service Provider shall not cede, assign, abandon or transfer any of its rights and/or obligations in terms of this Agreement (whether in part or in whole) or delegate any of its obligations in terms of this Agreement, without the prior written consent of the Fund.