Agreement to Assign Clause Samples
An Agreement to Assign clause establishes that one party commits to transferring certain rights, interests, or property to another party, typically at a future date or upon the occurrence of specific conditions. In practice, this clause is often used when the assignor does not yet have full legal ownership or control of the asset but expects to acquire it, such as intellectual property developed after contract signing or assets pending acquisition. The core function of this clause is to ensure that the intended recipient is contractually guaranteed to receive the rights or property once they become available, thereby providing certainty and protecting the recipient’s interests in future assignments.
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Agreement to Assign. Subject to Clause 2.2 (Conditions), in consideration of the Purchase Price for the Initial Mortgage Portfolio (which shall be paid in accordance with Clause 3.3 (Effect of Payment of Initial Purchase Price)) and the covenant of the Mortgages Trustee to hold the Trust Property upon trust for the Seller and Funding as beneficiaries of the Mortgages Trust upon, with and subject to all the trusts, powers and provisions of the Mortgages Trust Deed and the Mortgages Trustee's agreement in Clause 3.5 (Early Repayment Charges) to pay to the Seller any and all Early Repayment Charge Receipts, the Seller hereby agrees to sell and assign the Initial Mortgage Portfolio to the Mortgages Trustee on the Initial Closing Date with full title guarantee.
Agreement to Assign. At Closing, Seller shall deliver to Buyer a B▇▇▇ of Sale and Assignment, in the form of Exhibit B hereto, executed by an authorized representative of Seller, which B▇▇▇ of Sale and Assignment together shall sell, transfer, assign, set over, quitclaim and convey to Buyer all right, title and interest of Seller in and to each of the Accounts sold and the proceeds of the Accounts received by Seller, if any, from and after the Cutoff Date.
Agreement to Assign. The Engineer specifically agrees to assign to the Project for its entire duration, the individuals named in Exhibit B as Key Personnel. These individuals were identified by the Engineer in its Proposal for the Contract. Failure by the Engineer to provide any of the individuals identified in Exhibit B as Key Personnel shall be considered a material breach of the Contract and grounds for termination for cause. Replacement of such individual(s) will only be permitted in the following circumstances: (1) if the designated individual is no longer employed by the Engineer, or (2) if the commencement date (i.e., the date set forth in the Notice to Proceed) is more than nine (9) months after the date on which the Engineer submitted its Fee Proposal for the Contract. In the event replacement of individuals identified as Key Personnel is permitted, the proposed replacement must meet the minimum requirements set forth in Exhibit C.
Agreement to Assign. Intel hereby assigns and agrees to assign, on behalf of itself and its Affiliates and its Personnel, to Mobileye (without any duty to obtain the consent of or to pay any royalties to Intel or its Affiliates to exploit, license, or enforce such rights) the specific Project IPR (identified in paragraph 14 of the SOW) to the Mobileye Modification.
Agreement to Assign. To the extent any assignment of Intellectual Property cannot be made to the Company or its designees in accordance with the aforesaid provision, for any reason whatsoever, the Employee hereby irrevocably, absolutely and perpetually agrees to assign to Company or its designees, without any further consideration, all of the Employee’s right, title and interest including the rights to the Intellectual Property therein or any part thereof on a worldwide basis and for all modes and mediums now existing or which may come into existence or commercial use in future. The Employee also agrees to waive its moral rights, if any, in such Intellectual Property.
Agreement to Assign. Subject to Clause 2.2 (Conditions), in consideration of the Purchase Price for the Initial Mortgage Portfolio (which shall be paid in accordance with Clause 3.3 (Effect of Payment of Initial Purchase Price)) and the covenant of the Mortgages Trustee to hold the Trust Property upon trust for the Seller and Funding as beneficiaries of the Mortgages Trust upon, with and subject to all the trusts, powers and provisions of the Mortgages Trust Deed and the Mortgages Trustee's agreement in Clause 3.5 (Early Repayment Charges) to re-assign the benefit of such Early Repayment Charges, the Seller hereby agrees to assign the Initial Mortgage Portfolio to the Mortgages Trustee on the Initial Closing Date with full title guarantee.
Agreement to Assign. The Engineer specifically agrees to assign to the Project for its entire duration, the individuals identified as Key Personnel in its Proposal for the Project. Failure by the Engineer to provide any individual identified as Key Personnel in its Proposal for the Project shall be considered a material breach of the Contract and grounds for termination for cause. Replacement of such individual will only be permitted in the following circumstances: (1) if the designated individual is no longer employed by the Engineer, or (2) if the commencement date (i.e., the date on which the Engineer is directed to commence work on the Project) is more than six (6) months after the date on which the Engineer submitted its Proposal for the Project. In the event replacement of any individual identified as Key Personnel is permitted, the proposed replacement must meet the minimum requirements set forth in Exhibit D.
Agreement to Assign. 11.2.1 Subject to the provisions of this Article XI the Seller agrees to assign the First Lease and the Second Lease to the Buyer which assignments the Buyer will accept.
11.2.2 The Seller agrees to use all reasonable endeavours to secure the grant to it of the First Lease and the Second Lease as soon as reasonably possible PROVIDED THAT the Seller will not be liable under the provisions of this clause to pay any fine, premium or costs to the landlord or any other party to secure the grant of the Leases.
Agreement to Assign. CSFB agrees that it will use its reasonable best efforts to assign, prior to the Closing, to any third party or parties the right to purchase Securities hereunder having an aggregate purchase price of up to $150,000,000. Any such assignment shall be made pursuant to documents to be executed by CSFB and the assignees in form and substance reasonably satisfactory to the Issuer.
Agreement to Assign. On the request of the Lender from time to time, the Borrower agrees to assign to the Lender, in such form as the Lender may reasonably require, as collateral security for the Borrower's obligations under this Agreement, all contracts, agreements and leases of every kind entered into by the Borrower with respect to the Premises or the Project and all permits, plans and specifications relating to the Premises or the Project (such assignments to provide that the Lender shall not be obligated thereby to perform any of the Borrower's obligations thereunder, unless the Lender elects so to do, and further to provide that the Lender shall not exercise the Borrower's rights under the contracts, agreements or leases assigned or enjoy the use of said permits, plans and specifications until the Lender in good faith shall have determined a default to exist hereunder).