Purchaser Assignment Sample Clauses

Purchaser Assignment. During the Investor Approval Period, upon written notice to the Company, the Purchaser shall be permitted to assign any of its rights hereunder to any Person to whom the Purchaser has transferred any of its Class B Units or Registrable Securities (as defined in the Investors’ and Registration Rights Agreement) in compliance with the Basic Documents and such transferor shall become “Purchaser” hereunder upon its execution of a written joinder hereto; provided, that such successor “Purchaser” must be an Affiliate controlled by Blackstone Management Partners L.L.C. or the Blackstone Group L.P.
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Purchaser Assignment. Purchaser may, without the consent of Seller, assign this Agreement, or assign or delegate its rights and obligations under this Agreement, in whole or in part, if such assignment or delegation is made to: (a) PacifiCorp d/b/a Rocky Mountain Power; (b) any successor to Purchaser, provided such successor is a public utility holding a certificate of public convenience and necessity granted by the UPSC pursuant to [Utah Code Provision], where such assignment does not occur by operation of Law; (c) a Person (other than a natural person) providing wholesale or retail electric service in Utah; or (d) a Person (other than a natural person) as otherwise required by Law and, in each case, such assignee or delegatee enters into an assignment and assumption agreement, in form and substance satisfactory to Seller, pursuant to which such assignee or delagatee assumes all of Purchaser’s obligations hereunder and otherwise agrees to be bound by the terms of this Agreement. Purchaser shall provide Seller with written notice of any such assignment.
Purchaser Assignment. Purchaser may, without the consent of Seller, assign this Agreement, or assign or delegate its rights and obligations under this Agreement, in whole or in part, if such assignment or delegation is made to: (a) any successor to Purchaser where such assignment does not occur by operation of Law; (b) a Person (other than a natural person) providing wholesale or retail electric service in Utah; or (c) a Person (other than a natural person) as otherwise required by Law and, in each case, such assignee or delegatee enters into an assignment and assumption agreement, in form and substance satisfactory to Seller, pursuant to which such assignee or delagatee assumes all of Purchaser’s obligations hereunder and otherwise agrees to be bound by the terms of this Agreement. Purchaser shall provide Seller with written notice of any such assignment.
Purchaser Assignment. Notwithstanding anything herein to the contrary, and for all purposes of this Agreement and the transactions contemplated hereby, the Company and the Purchaser agree that the Purchaser shall be entitled to assign its rights to purchase the Purchased Assets and its obligations to assume the Assumed Liabilities to any one or more Affiliates of the Purchaser, provided that with respect to any such assignment prior to the end of the Earnout Period (a) each assignee Affiliate agrees to be bound by the terms and conditions of this Agreement in the place of Purchaser, and (b) Purchaser agrees to guaranty and remain liable for its Affiliates' performance under this Agreement.
Purchaser Assignment. Purchaser shall have the right to assign this Contract at its sole election and without further consent of Seller provided that such assignment is effected to an entity organized as a corporation, limited liability company, limited partnership, limited liability limited partnership, partnership or joint venture, the controlling ownership and/or management of which resides in Purchaser, so long as such assignee assumes, in writing in an instrument delivered promptly to Seller, all obligations of Purchaser under this Contract. Shall not be assigned to an unrelated third party.

Related to Purchaser Assignment

  • Transfer/Assignment (A) Subject to compliance with clause (B) of this Section 8, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 8 shall be paid by the Company.

  • Lender Assignments Each Lender may, with the consent of Agent (not to be unreasonably withheld) and, so long as no Event of Default has occurred and is continuing for more than 30 days, Borrower (not required in connection with an assignment to a Person that is (x) a Lender or an Affiliate thereof or (y) a limited partner of Atlantic Park or an affiliated fund of such limited partner; provided that, in the case of clause (y), prior written notice shall be provided to the Borrower of such assignment), assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement, the Notes and the other Loan Documents upon execution and delivery to Agent, for its acceptance and recording in the Register, of an Assignment and Acceptance and a processing and recordation fee payable to Agent for its account of $3,500, if the assignee is not a Lender the assignee shall provide the Agent with all “know your customer” documents requested by the Agent pursuant to anti-money laundering rules and regulations; provided, that the Borrower shall be deemed to have consented to any assignment of any Commitments or Loans unless it shall have objected thereto by notice to the Agent within ten (10) Business Days after the Borrower has received written notice thereof. No such assignment shall be for less than $5,000,000 of the Commitments or Loans unless it is to another Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, and each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations in respect of the Commitments and the Loans. Upon the execution and delivery to Agent of an Assignment and Acceptance and the payment of the recordation fee to Agent, from and after the such assignment is recorded in the Register (the “Acceptance Date”),

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • The Assignment On or prior to the Purchase Date, World Omni will execute and deliver the RPA Assignment.

  • Sale and Assignment of Master Servicing Rights The Master Servicer may sell, assign or delegate its rights, duties and obligations as Master Servicer under this Agreement in their entirety; provided, however, that: (i) the purchaser or transferee accepting such sale, assignment and delegation (a) shall be a Person qualified to service mortgage loans for Fannie Mae or Freddie Mac; (b) shall have a net worth of not less than $00,000,000 (uxxxxx xtherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, from and after the effective date of such assumption agreement or delegation; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and shall confirm in writing to the Master Servicer and the Trustee that any such sale, assignment or delegation would not result in a withdrawal or a downgrading of the rating on any Class of Certificates in effect immediately prior to such sale, assignment or delegation; and (iii) the Master Servicer shall deliver to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to such action under this Agreement have been fulfilled and such action is permitted by and complies with the terms of this Agreement. No such sale, assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Sale and Assignment of Master Servicing The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddxx Xxx; (x) shxxx xxxe a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Non-Assignment This Agreement shall not be assigned by either party without the written consent of the other party.

  • Seller's Consent to Assignment The Seller hereby acknowledges the Purchaser's right to assign, transfer and convey all of the Purchaser's rights under this Agreement to a third party and that the representations and warranties made by the Seller to the Purchaser pursuant to this Agreement will, in the case of such assignment, transfer and conveyance, be for the benefit of such third party. The Seller hereby consents to such assignment, transfer and conveyance.

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