Releases and Assignments Sample Clauses

Releases and Assignments. (a) Effective upon the Closing, the Administrative Agent hereby instructs the Trustee and the Security Agent to release, and they shall be deemed to have hereby released, any security interest that the Banks may now have or hereafter acquire with respect to the PT-RTZ Joint Venture Interests. The release of the Banks' security interests in the PT-RTZ Joint Venture Interests shall be and become effective upon the Closing and shall be further evidenced by the RTZ Release; provided that, without derogation from the foregoing, to the extent that any of the PT-RTZ Joint Venture Interests is created or comes into effect in accordance with the Participation Agreement subsequent to the Closing Date, the Banks shall at the Closing be deemed to have automatically released any security interest they may then or thereafter have under the Restated Trust Agreement or the Bank Security Documents in such subsequently created or arising PT-RTZ Joint Venture Interests without the necessity of any further act, document or instrument, with full force and effect as if the Banks had specifically released their security interests at such subsequent time. All FI's right, title and interest in and to the Contract of Work, the Concentrate Sales Agreements and the Proceeds which is not assigned to PT-RTZ pursuant to the PT-RTZ COW Assignment or assigned to the Trustee pursuant to the Restated Trust Agreement to be held for the benefit of PT-RTZ, as applicable, and all of FI's other assets and interests heretofore pledged to the Banks but not constituting PT-RTZ Joint Venture Interests (collectively, the "FI Retained Interests") shall continue to be retained by FI subject to the RTZ Lender Lien as to the FIEC Interests only and the security interests of the Banks. Each of the Transaction Parties acknowledges and agrees that, subject and subordinate to the RTZ Lender Lien as to the FIEC Interests only, the continuity, perfection, priority and validity of the Banks' security interests in the FI Retained Interests shall not in any manner be affected, interrupted, waived or released by the Banks' release of the PT-RTZ Joint Venture Interests, the assignment by FI to PT-RTZ of the PT-RTZ COW Interest or the assignment by FI to the Trustee of the PT-RTZ CSA Interests to be held for the benefit of PT-RTZ.
Sample 1
AutoNDA by SimpleDocs
Releases and Assignments. 14.1 Upon entry of the Final Order and Judgment, and subject to Section 20 of this Agreement, each Settlement Class member who has not opted out of the Settlement Class, on behalf of himself and any Person claiming by or through him as his heir, administrator, devisee, predecessor, successor, representative of any kind, shareholder, partner, director, owner of any kind, affiliate, subrogee, assignee, or insurer (the "Releasing Party"), shall be deemed to and does hereby release and forever discharge, L-P, including its successors, parents, subsidiaries, divisions, departments, or affiliates, and any and all of its past, present and future officers, directors (including, without limitation, Xxxxx X. Xxxxx), stockholders, partners, agents, servants, successors, subrogees and assigns and their respective insurers ("Releasees"), of and from any and all Settled Claims and related subrogation claims of the Releasing Party's subrogees or insurance carriers not protected from waiver of subrogation by the provisions of the applicable insurance policies (or assigned or subrogated prior to final approval of this Agreement and not subject to compromise or settlement by the policyholder) except as provided herein. Each Releasing Party, upon entry of the Final Order and Judgment, and subject to Section 19 of this Agreement, shall be deemed to and does hereby release and discharge each Releasee of and from any and all Settled Claims. To the extent claims may be asserted against persons or entities in the chain of distribution, installation or finishing of the Exterior Inner-Seal siding, the Releasing Party shall be deemed to and does hereby release and forever discharge those persons or entities from claims based solely on distribution, handling, installation, specification, or use of the Exterior Inner-Seal(TM) Siding.
Sample 1
Releases and Assignments. Each Member claiming reimbursement hereunder shall complete and submit to Health Plan such consents, releases, assignments and other documents as Health Plan may reasonably request for the purpose of determining the applicability of and implementing this section S.
Sample 1

Related to Releases and Assignments

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

  • Benefit and Assignment This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No party hereto may voluntarily or involuntarily assign such party's interest under this Agreement without the prior written consent of the other parties.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Succession and Assignment This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.

  • Transfer and Assignment Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (A) Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable to the assignor or transferor immediately before the assignment or transfer, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount, except to the extent that such additional amount was not payable by the assignor or transferor immediately before the assignment or transfer, in either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Transfers and Assignments You cannot assign or transfer any interest in your account unless we agree in writing.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Amendment and Assignment This Agreement may be amended only in writing and signed by both parties. This Agreement may not be assigned to another party.

  • Disclosure and Assignment As of the Effective Date, Executive hereby transfers and assigns to the Company (or its designee) all right, title, and interest of Executive in and to every idea, concept, invention, and improvement (whether patented, patentable or not) conceived or reduced to practice by Executive whether solely or in collaboration with others while he is employed by the Company, and all copyrighted or copyrightable matter created by Executive whether solely or in collaboration with others while he is employed by the Company that relates to the Company’s business (collectively, “Creations”). Executive shall communicate promptly and disclose to the Company, in such form as the Company may request, all information, details, and data pertaining to each Creation. Every copyrightable Creation, regardless of whether copyright protection is sought or preserved by the Company, shall be a “work made for hire” as defined in 17 U.S.C. § 101, and the Company shall own all rights in and to such matter throughout the world, without the payment of any royalty or other consideration to Executive or anyone claiming through Executive.

  • Binding Effect and Assignment This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without prior written consent of the other.

Time is Money Join Law Insider Premium to draft better contracts faster.