Binding Effect; Assignability; Survival Sample Clauses

Binding Effect; Assignability; Survival. This Servicing Agreement shall be binding upon and inure to the benefit of the Issuer, the Servicer, the Trustee and their respective successors and permitted assigns. Neither the Servicer nor the Issuer may assign any of its rights hereunder or any interest herein without the prior written consent of the other party and, so long as the Notes are Outstanding, the Trustee, except in connection with the Restructuring and as otherwise herein specifically provided; provided, however, that a Change of Control shall not by itself be deemed an assignment for purposes of this Section 6.7. This Servicing Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until, with respect to the various parties, terminated pursuant to Section 6.13. Section 5.1, Section 6.2, Section 6.3, Section 6.9, Section 6.10, Section 6.11, Section 6.12 and Section 6.14 shall be continuing and shall survive any termination of this Servicing Agreement.
Sample 1
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Binding Effect; Assignability; Survival. (a) This Agreement shall be binding upon the Transferor, the Transferee and their respective successors and permitted assigns and shall inure to the benefit of the Transferor, the Transferee, and their respective successors and permitted assigns. Except as provided in Section 9.04(b), neither the Transferor nor the Transferee may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the other party hereto and of the Administrative Agent. The Transferor further agrees to send to the Custodian copies of all notices and reports required to be delivered to the Transferee hereunder. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Collection Date; provided, however, that the indemnification and payment provisions of Article VIII and Section 9.06 shall be continuing and shall survive any termination or assignment of this Agreement.
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Binding Effect; Assignability; Survival. This Agreement shall be binding upon and inure to the benefit of the Purchaser and the Seller and their respective successors and permitted assigns. Neither the Seller nor the Purchaser may assign any of its respective rights hereunder or any interest herein without the prior written consent of the other party hereto, except as otherwise herein specifically provided; provided, however, that a Change of Control shall not by itself be deemed an assignment for purposes of this Section 9.6; provided, further, that Purchaser may assign its rights hereunder or its interest herein to an Affiliate without Seller’s prior written consent so long as (i) such Affiliate shall have assumed all of the obligations of Purchaser under this Agreement and (ii) Purchaser shall remain bound by all obligations of “Purchaser” under this Agreement. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.
Sample 1
Binding Effect; Assignability; Survival. This Residual License Agreement shall be binding upon and inure to the benefit of the Issuer, the Parent, the Trustee and their respective successors and permitted assigns. Neither the Parent nor the Issuer may assign any of its rights hereunder or any interest herein without the prior written consent of the other party hereto and, in the case of the Parent, so long as the Notes are outstanding, the Trustee pursuant to Section 9.1 or Section 9.2 of the Indenture, as applicable, except as otherwise herein specifically provided; provided, however, that a Change of Control shall not be deemed an assignment for purposes of this Section 9.8. This Residual License Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect during the License Term, subject to Article VII.
Sample 1
Binding Effect; Assignability; Survival. This Purchase and Sale Agreement shall be binding upon and inure to the benefit of the Issuer, the Parent and the Trustee and their respective successors and permitted assigns. Neither the Parent nor the Issuer may assign any of its rights hereunder or any interest herein without the prior written consent of the other party and, in the case of the Parent, so long as the Notes are outstanding, the Trustee pursuant to Section 9.1 or Section 9.2 of the Indenture, as applicable, except as otherwise herein specifically provided; provided, however, that a Change of Control shall not by itself be deemed an assignment for purposes of this Section 9.8. This Purchase and Sale Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree, it being agreed that the parties hereto shall not terminate this Purchase and Sale Agreement at any time prior to payment in full of the Notes. The rights and remedies with respect to (i) any breach of any representation and warranty made by the Parent pursuant to Section 5.1, (ii) the indemnification and payment provisions of Article VIII and (iii) the provisions of Section 9.4, Section 9.10, Section 9.11, Section 9.12, Section 9.13 and Section 9.14 shall be continuing and shall survive any termination of this Purchase and Sale Agreement.
Sample 1
Binding Effect; Assignability; Survival. This Agreement shall be binding upon and inure to the benefit of Purchaser, Seller and their respective successors and permitted assigns. Seller may not assign its rights hereunder or any interest herein without the prior written consent of Purchaser. Except as set forth in the succeeding sentence, Purchaser may not assign its rights hereunder or any interest herein without the prior written consent of Seller. Without obtaining the consent of Seller but with the prior written notice to Seller, Purchaser may assign its rights hereunder with respect to one or more Student Loans to a special purpose entity that is an affiliate of the Purchaser in connection with a securitization of such Student Loans. For the purposes of the foregoing, an affiliate of the Purchaser is an entity that controls, is controlled by or is under common control with the Purchaser, where the term “control” means the ownership of or right to direct the voting of at least a majority of the voting power of the Purchaser or such entity, as applicable. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Termination Date. The rights and remedies with respect to any breach of any representation and warranty made by Seller pursuant to this Agreement and the indemnification and payment provisions of Article VIII shall be continuing and shall survive any termination of this Agreement.
Sample 1
Binding Effect; Assignability; Survival. This Agreement shall be binding upon and inure to the benefit of the Issuer, MedPro, the Secured Parties and their respective successors and permitted assigns. None of MedPro or the Issuer may assign any of its rights hereunder or any interest herein without the prior written consent of the other parties and, in the case of MedPro, so long as the Notes are outstanding, the Trustee, except as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree, it being agreed that the parties hereto shall not terminate this Agreement at any time prior to payment in full of the Notes and the other Secured Obligations. The rights and remedies with respect to any breach of any representation and warranty made by MedPro pursuant to Section 5.1 and the indemnification and payment provisions of Article VIII and Section 9.11 (and any other similar provisions in the other Transaction Documents) shall be continuing and shall survive any termination of this Agreement.
Sample 1
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Binding Effect; Assignability; Survival. This Agreement shall be binding upon and inure to the benefit of the Seller, the Originator, the Servicer, the Purchaser, the Administrative Agent and their respective permitted successors and assigns. None of the Seller, the Originator or the Servicer may assign any of their rights and obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Administrative Agent. The Purchaser and the Administrative Agent may, at any time, without the consent of the Seller, the Originator or the Servicer assign any of their respective rights and obligations hereunder or interest herein to any Person and, in such respect, specific references in this Agreement to assignees of the Purchaser or the Administrative Agent are for convenience only and not by way of limitation of such general rights. Any such assignee may further assign at any time its rights and obligations hereunder or interests herein without the consent of the Seller, the Originator or the Servicer. Without limiting the generality of the foregoing, the Purchaser hereby notifies the Seller, the Originator and the Servicer that it intends to fund its purchases of Receivables under this Agreement through the issuance of Commercial Paper and intends to assign its interests hereunder to a collateral agent or trustee for the holders of the Commercial Paper and the lenders or purchasers under the Liquidity Agreement. The Seller, the Originator and the Servicer agree to reasonably cooperate with the Purchaser and the Administrative Agent in all matters facilitating such assignments. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; PROVIDED, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller, the Originator or the Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII shall be continuing and shall survive any termination of this Agreement.
Sample 1
Binding Effect; Assignability; Survival. This Sale Agreement shall be binding upon and inure to the benefit of the Parent and Funding, and their respective successors and permitted assigns. The Parent may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Funding and acknowledges that Funding may, and intends to, assign its rights hereunder pursuant to the Receivables Purchase Agreement. The Parent agrees to reasonably cooperate with Funding and its assignees to facilitate such assignments. This Sale Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; PROVIDED, that the rights and remedies with respect to any breach of any representation and warranty made by the Parent pursuant to Section 3 and the indemnification and payment provisions of Section 6 shall be continuing and shall survive any termination of this Sale Agreement.
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Related to Binding Effect; Assignability; Survival

  • Binding Effect; Assignability This Agreement shall be binding upon and inure to the benefit of the Buyer and the Seller and their respective successors and permitted assigns. The Seller may not assign any of its rights hereunder or any interest herein without the prior written consent of the Buyer, except as provided in Section 3.11 or as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.

  • Binding Effect; Survival This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under the Employee. The provisions of Section 5 shall survive the lapse of the Forfeiture Restrictions without forfeiture.

  • Binding Effect; Assignability; Benefit (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns.

  • Binding Effect; Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

  • Binding Effect and Assignability This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and assigns. The Subscriber agrees not to transfer or assign this Subscription Agreement, or any of the Subscriber’s interest herein.

  • Binding Effect, Etc Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

  • Binding Effect; Assignment; Severability This Schedule shall be binding on you, your employees, officers and agents. We may assign or delegate our rights and duties under this Schedule at any time without notice to you. Your rights under this Schedule may not be assigned without our prior written consent. In the event that any provision of this Schedule conflicts with the law under which this Schedule is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over you and us, such provision shall be deemed to be restated to effectuate as nearly as possible the purposes of the Schedule in accordance with applicable law. The remaining provisions of this Schedule and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision shall be valid and enforceable to the full extent permitted by law.

  • Binding Effect; Assignability; Multiple Lenders (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

  • Binding Effect; Benefit; Assignment (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

  • Binding Effect of Agreement This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns and legal representatives.

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