Status of Assignor Clause Samples

The "Status of Assignor" clause defines and clarifies the legal standing, authority, and capacity of the party transferring rights or obligations under an agreement. Typically, this clause requires the assignor to confirm that it is duly organized, validly existing, and has the power to enter into and perform the assignment. For example, a corporation acting as assignor may need to state that it is in good standing and authorized to assign the relevant rights. The core function of this clause is to assure the assignee that the assignor is legally capable of making the assignment, thereby reducing the risk of future disputes over the validity of the transfer.
Status of Assignor. If there is a transfer or assignment of a Member’s interest in the Company, then, without regard to whether or when such assignee or transferee is admitted as a Member of the Company, from and after the effective date of such assignment or transfer, the assigning or transferring Member shall cease to be a Member with respect to the transferred or assigned interest; and if such Member has transferred or assigned his entire membership interest in the Company, upon the effective date of such transfer or assignment, such Member shall cease to be a Member of the Company.
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Status of Assignor. The Assignor is now the absolute Lessee of the Said Premises free from all encumbrances and is in peaceful possession thereof.
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Status of Assignor. Assignor is duly organized, validly existing and in good standing under the laws of the State of Delaware, has the corporate power to own its property and to carry on its business as now being conducted and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material negative impact.
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Status of Assignor. The Assignor agrees that its respective obligations hereunder or under any Finance Document shall not be released or discharged, in whole or in part, or otherwise affected by: (i) the failure of the Security Agent to assert any claim or demand or to enforce any right or remedy against the Assignor or any other Obligor hereunder or under any Finance Document or otherwise; (ii) any extensions or renewals of the Secured Liabilities; (iii) any rescissions, waivers, amendments or modifications of any of the terms or provisions of any agreement evidencing, securing or otherwise executed in connection, with this Assignment or any Finance Document; (iv) the substitution or release of any entity primarily or secondarily liable for any Secured Liabilities; (v) the adequacy of any rights the Security Agent may have against any Assigned Property or any other Collateral or other means of obtaining repayment of the Secured Liabilities; (vi) the impairment of any Assigned Property under this Assignment or any other Collateral given in respect of the Secured Liabilities, including but not limited to the failure to perfect or preserve any rights the Security Agent may have in the Assigned Property or such other Collateral; (vii) or in the substitution, exchange, surrender, release, loss or destruction of the Assigned Property or such other Collateral; or (viii) any other act or omission that might in any way vary the risk of any Obligor or otherwise operate as a release or discharge of any Obligor, all of which may be done without notice to the Assignor hereunder.
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Status of Assignor. Any Limited Partner who assigns all of its Interest in the Partnership shall cease to be a Limited Partner of the Partnership, except that unless and until a Substituted Limited Partner is admitted in its stead, such assigning Limited Partner shall retain the statutory rights and obligations of an assignor of a Limited Partnership interest under the Act.
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Related to Status of Assignor

  • Notification of Assignment Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

  • Change of Assignment Mutual consent for a change in work year assignment must be reached by March 15 for the following academic year.

  • Recognition of Assignee (a) From and after the date hereof, the Servicer shall note the transfer of the Mortgage Loans to the Assignee in its books and records, shall recognize the Assignee as the owner of the Mortgage Loans and shall, subject to subsection (b) below, service the Mortgage Loans for the benefit of the Assignee pursuant to the Servicing Agreement, the terms of which are incorporated herein by reference. The Servicer shall establish a separate Custodial Account for collections on the Mortgage Loans, and such Custodial Account shall be entitled “M&T Mortgage Corporation, as servicer in trust for [Trustee]”. It is the intention of the Assignor, Servicer and Assignee that the Servicing Agreement shall be binding upon and inure to the benefit of the Servicer and the Assignee and their successors and assigns. (b) The Servicer further acknowledges that, from and after the date hereof, it (and any of its successors under the Servicing Agreement) will be subject to the supervision of the Master Servicer (except that the Master Servicer shall not be responsible for supervising the servicing of defaulted Mortgage Loans and REO Properties) and that the Master Servicer, acting on behalf of the Trustee as the owner of the Mortgage Loans, shall have the same rights as were assigned by the Assignor, in its capacity as the original owner under the Servicing Agreement, to the Depositor under the Bayview Assignment Agreement, and further assigned by the Depositor to the Trustee, on behalf of the Trust, hereunder. Such rights will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Servicing Agreement, indemnification rights, the right to inspect the Servicer’s books and records and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer. (c) All reports, notices and other written information required to be delivered to the Trustee, as the successor in interest to Bayview and the Assignor under the Servicing Agreement, shall also be delivered to the Master Servicer at the address set forth in Section 9 hereof. All remittances required to be made to the Trustee, as the successor in interest to Bayview and the Assignor under the Servicing Agreement, shall be made instead to the Master Servicer by wire transfer to the following account: ___________________ ABA# For credit to: Account Number: For further credit to: Collection Acct#

  • Effect of Assignment Subject to the terms and conditions of this Section 9.6, as of the “Effective Date” specified in the applicable Assignment Agreement: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 9.8) and be released from its obligations hereunder (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising prior to the effective date of such assignment; (iii) the Revolving Commitments shall be modified to reflect the Revolving Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Revolving Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Revolving Loan Notes to Administrative Agent for cancellation, and thereupon Company shall issue and deliver new Revolving Loan Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Revolving Loans of the assignee and/or the assigning Lender.

  • Rights of Assignee The Assignee of a Membership Interest shall be entitled to receive distributions and profits and losses attributable to the Membership Interest in the Company, but in no event shall the Assignee have the right to participate in, or interfere with, the management or administration of the Company’s business or affairs or become a substitute Member unless permitted to do so by a unanimous vote of the other Members.