Procedures for Assignments Sample Clauses

Procedures for Assignments. (a) Notwithstanding anything to the contrary contained herein, neither this Agreement nor any Local Transfer Agreement shall constitute an agreement to assign or transfer any Transferred Asset if an assignment or transfer thereof, without the Consent of a Person, would constitute a breach or violation thereof and such Consent is not obtained at or prior to the Closing. If the Parties are not successful in obtaining any Consent at or prior to the Closing, then the parties agree that on and after the Closing, the Sellers will use reasonable best efforts to obtain such Consent; provided, however, that in no event shall any Seller be required to pay any monies to obtain such Consent after the Closing other than filing, recordation or similar fees. The fact of a failure to obtain any such Consent shall not result in a breach of this Agreement in any manner.
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Procedures for Assignments. 13.2.1 By April 1 of each year, the Xxxxxx County Office of Education will publish a list of all known openings for the next school year. The list of known openings will be posted on the SCOE web site and e-mailed to each unit member along with the Request for Assignment Change form. Openings that become available after the publication of the known opening list and before assignment notification will be posted on the SCOE web site and each unit member will be notified by e-mail.
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Procedures for Assignments. (a) Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset if an assignment or transfer thereof, without the Consent of a Person, would constitute a breach or violation thereof and such Consent is not obtained at or prior to the Closing. If the Parties are not successful in obtaining any Consent at or prior to the Closing, then the Parties agree that on and after the Closing, Sellers will use reasonable best efforts to obtain such Consent; provided, however, that, except to the extent required by any applicable Business Contract, in no event shall any Seller be required to pay any monies to the counterparty (other than administrative costs and reasonable legal fees) to obtain such Consent prior to or after the Closing that are not reimbursed by Buyer (with any such reimbursement being subject to Buyer’s prior written approval). Subject to compliance with the immediately preceding sentence, the fact of a failure to obtain any such Consent shall not result in a breach of this Agreement in any manner.
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Procedures for Assignments. (a) Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign or transfer any Transferred Asset if an assignment or transfer thereof, without the Consent of a Person, would constitute a breach or violation thereof and such Consent is not obtained at or prior to the Closing. Sellers will use reasonable best efforts to obtain any Consent necessary to the assignment or transfer of any Transferred Asset prior to the Closing and, if the Parties are not successful in obtaining any such Consent at or prior to the Closing, then the Parties agree that on and after the Closing, Sellers will continue to use reasonable best efforts to obtain such Consent; provided, however, that, except to the extent that Buyer agrees to reimburse such Seller, in no event shall any Seller be required to pay any monies to obtain such Consent prior to or after the Closing. Subject to compliance with the immediately preceding sentence and the terms and provisions of Section 6.3, the fact of a failure to obtain any such Consent shall not result in a breach of this Agreement in any manner except to the extent inconsistent with the representations and warranties of Seller Parent contained in Section 4.4 and Section 4.4 of the Seller Disclosure Letter.
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Procedures for Assignments. (a) Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor any Local Agreement shall constitute an agreement to assign or transfer any Acquired Asset, including without limitation any Contract, Regulatory Registration or Permit or any Claim, right, benefit or obligation thereunder or resulting therefrom, to Buyers, if an assignment or transfer thereof, without the Consent of a Person, would not be effective and/or would constitute a breach or violation thereof and such Consent is not obtained at or prior to the Closing (each, a “Required Consent”). Except as otherwise specifically contained in this Agreement, the Parties acknowledge and agree that Sellers shall bear all ordinary course out-of-pocket costs related to the obtaining of any Required Consents. If Sellers and Buyers are not successful in obtaining a Required Consent at or prior to the Closing, then the Parties agree that on and after the Closing, Sellers and Buyers (a) will use commercially reasonable efforts to obtain such Required Consent and, either directly or by causing one of Sellers’ or Buyers’ Affiliates to, in the name of the relevant Sellers and Buyers, use commercially reasonable efforts (i) to assure that the rights of Buyers under such Acquired Assets shall be preserved and (ii) to facilitate receipt of the consideration and other economic benefits to be received by Buyers in and under every such Contract, Regulatory Registration, Permit and Claim, which consideration shall be held for the benefit of, and shall be delivered to, Buyers and (b) shall not agree to any amendment, supplement, waiver or other modification of any such Contract, Regulatory Registration, Permit and Claim without the prior written Consent of Buyer Parent. Seller Parent and Buyer Parent hereby agree to keep each other reasonably informed of the progress of Sellers’ and Buyers’ efforts to obtain Required Consents and to consult each other in connection therewith. In the event that Regulatory Registrations or Permits required for the distribution of the Products can be held by more than one Person, Buyer Parent undertakes to ensure that Buyers hold at or prior to the Closing all such Regulatory Registrations and Permits.
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Procedures for Assignments. (a) Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset (or right, benefit or obligation thereunder or resulting therefrom) if an assignment or transfer thereof, without the Consent of a Person, would constitute a breach or violation thereof and such Consent is not obtained at or prior to the Closing. Seller shall use commercially reasonable efforts to obtain all such Consents prior to the Closing. If Seller is not successful in obtaining any such Consent at or prior to the Closing, then the Parties agree that, for [***], Seller will use its commercially reasonable efforts [***], subject to Section 2.5(c), to obtain such Consent. Without limiting the representations and warranties of Seller set forth in Section 4.3 and Section 4.9, the fact of a failure to obtain any such Consent shall not result in a breach of this Agreement in any manner.
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Procedures for Assignments. 13.2.1 By April 1 of each year, the Solano County Office of Education will publish a list of all known openings for the next school year. The list of known openings will be posted on the SCOE web site and e-mailed to each unit member along with the Request for Assignment Change form. Openings that become available after the publication of the known opening list and before assignment notification will be posted on the SCOE web site and each unit member will be notified by e-mail.
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Procedures for Assignments. (a) Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset (including any Contract) (a “Non-Transferable Asset”) if an assignment or transfer thereof, without the Consent of any third party or Governmental Authority, is prohibited or would constitute a breach or violation thereof and such Consent is not obtained at or prior to the Closing. Prior to the Closing, and except as set forth in Section 6.2, the Parties shall cooperate with each other and use their respective commercially reasonable efforts to obtain any Consents required to assign or transfer any such Non-Transferable Asset. If the Parties are not successful in obtaining any Consents to assign or transfer any Non-Transferable Asset at or prior to the Closing, then the Parties agree that for a period of one (1) year after the Closing, Seller will use commercially reasonable efforts to obtain such Consent. The fact of a failure to obtain any such Consent shall not, in and of itself, result in a breach of this Agreement in any manner.
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Related to Procedures for Assignments

  • Procedure for assignment (a) Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

  • Assignment of Warranties Each Schedule is intended to be a true lease and operating lease as defined in Tex. Bus. & Comm. Code Article 2A. Lessor has acquired or will acquire the Assets in connection with this MOLA and hereby agrees to assign to Lessee any warranties provided to Lessor with respect to the Assets during the Term of the applicable Schedule, to the extent the warranties are assignable. Unless Lessor is the manufacturer or is otherwise liable under the Contract, Lessor shall not be liable for damages for any reason for any act or omission of the manufacturer of the Assets. Except as provided in Section 24 (“Remedies”) hereof, Lessee acknowledges that none of the following shall relieve Lessee from the obligations under this MOLA during the Schedule Term unless due to Lessor’s acts or omissions: (i) Lessee’s dissatisfaction with any unit of the Assets, (ii) the failure of an Asset to remain in useful condition for the Schedule Term, or (iii) the loss or right of possession of the Assets (or any part thereof) by Lessee. Lessee shall have no right, title or interest in or to the Assets except the right to use the same upon the terms and conditions herein contained. The Assets shall remain the sole and exclusive personal property of Lessor and not be deemed a fixture whether or not it becomes attached to any real property of Lessee.

  • Acknowledgement of Further Assignments The Depositor acknowledges that, under the Indenture, the Issuer will assign and pledge the Sold Property and related property and rights to the Indenture Trustee for the benefit of the Secured Parties.

  • Assignment of Contracts On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

  • Certain Other Assignments and Participations In addition to any other assignment or participation permitted pursuant to this Section 10.6, any Lender may assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including any Federal Reserve Bank or any central bank having jurisdiction over such Lender as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank or such other central bank having jurisdiction over such Lender; provided that no Lender, as between Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further that in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

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