Assignment Agreements Clause Samples
An Assignment Agreements clause defines the conditions under which one party may transfer its rights or obligations under the contract to another party. Typically, this clause outlines whether assignments are permitted, if prior written consent is required, and any exceptions, such as assignments to affiliates or in connection with a merger or sale of assets. Its core function is to control and clarify the transferability of contractual interests, thereby protecting parties from unwanted changes in who they are dealing with and ensuring stability in contractual relationships.
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Assignment Agreements. The following Assignment, Assumption and Recognition Agreements, each dated as of January 16, 2007, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:
Assignment Agreements. Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thom▇▇▇▇ ▇▇▇k Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effec...
Assignment Agreements. For each Assigned Patent, Seller has obtained one or more Assignment Agreements which collectively assign all rights in such Patents to Seller. Seller has properly recorded all such previously executed Assignment Agreements with respect to the Assigned Patents as necessary to fully perfect its rights and title therein in accordance with governing laws and regulations in each respective jurisdiction.
Assignment Agreements. Each Lender may, from time to time upon at least five Business Days’ notice to the Administrative Agent and the Borrower, assign to other Persons all or any part of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by each Note then owned by such assigning Lender, together with an equivalent proportion of its obligation to make Loans and advances and participate in Letters of Credit and Swing Loans hereunder) pursuant to written agreements in the form attached hereto as Exhibit F executed by such assigning Lender, such assignee Lender or Lenders, the Borrower and the Administrative Agent, which agreements shall specify in each instance the portion of the indebtedness evidenced by each Note which is to be assigned to each such assignee lender and the portion of the Revolving Credit Commitment, and obligations to participate in Letters of Credit and Swing Loans, in each case of the assigning Lender to be assumed by such assignee lender (the “Assignment Agreements”); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender’s rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender’s Revolving Credit Commitment, Loans, Notes and interests in Letters of Credit and Swing Loans; (ii) the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $5,000,000; (iii) unless the assigning Lender is assigning all of its Revolving Credit Commitment, outstanding Loans and L/C Obligations, each Lender shall maintain for its own account at least $5,000,000 of its Revolving Credit Commitment and the Administrative Agent must retain all of the Swing Line Loans; (iv) the Administrative Agent and the Borrower must each consent (which consents shall not be unreasonably withheld) to each such assignment (except that the Borrower’s consent shall not be required if such assignment is made after an Event of Default has occurred and is continuing) to a party which is not a Lender at such time except that such consents shall not be required in connection with an assignment by a Lender to a wholly-owned subsidiary or Affiliate of such Lender; and (v) the assigning Lender must pay to the Administrative Agent a processing and recordation fee of...
Assignment Agreements. To the extent permitted by applicable law, KOSAN shall require all persons, agents, contractors, and consultants employed or retained by KOSAN to work on the RESEARCH PROGRAM, prior to beginning such employment, to be bound in writing to (i) assign to KOSAN all rights, title and interest in and to any ideas, discoveries, improvements, inventions, KNOW-HOW, patents, patent applications, and the like which were made or conceived in performing the RESEARCH PROGRAM, and to sign all documents and give lawful assistance necessary for filing, and defending patents, and patent applications in all countries, whether such filing is by KOSAN, or designees or assignees thereof, and (ii) to be bound in writing to provisions of confidentiality substantially similar to those of Article 9 hereof.
Assignment Agreements. By the Patent Assignment, the Copyright and Technology Assignment, the Trademark and Service ▇▇▇▇ Assignment and the Domain Name Assignment, as of the Internal Contribution Date, ConocoPhillips, on behalf of itself and each of its Subsidiaries (including ConocoPhillips Company), assigns to ▇▇▇▇▇▇▇▇ 66 Company any and all right, title and interest of ConocoPhillips and each of its Subsidiaries (including ConocoPhillips Company) in, to and under the Existing ▇▇▇▇▇▇▇▇ 66 Group Patents, ▇▇▇▇▇▇▇▇ 66 Group Trademarks, ▇▇▇▇▇▇▇▇ 66 Group Software and ▇▇▇▇▇▇▇▇ 66 Group Proprietary Information.
Assignment Agreements. Simultaneously with the execution of the documents with respect to each Loan provided in this Agreement, the Borrower shall assign its rights to the proceeds payable by a Buyer under the relevant Qualifying Export Agreement allocated to such Loan, by means of the execution of an assignment agreement substantially in the form of Exhibit D hereto by and among the Borrower and the Lender, the terms of which shall be expressly accepted by the Buyer under the assigned Qualifying Export Agreement (the “Assignment Agreement”). Together with the Assignment Agreement, the Borrower shall deliver to the Lender a copy of the relevant Qualifying Export Agreement. Each Assignment Agreement shall be entered into in consideration of each Loan granted by the Lender and to secure the full performance by the Borrower of all of its obligations hereunder.
Assignment Agreements. Two originals of each Assignment Agreement to DLJMB and Morgans, each duly executed by Holdings, as assignee.
Assignment Agreements. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to the Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.18(c), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to Barclays or any Affiliate thereof or (z) in the case of an Eligible Assignee which is already a Lender or is an Affiliate or Related Fund of a Lender or a Person under common management with a Lender).
Assignment Agreements. Section 11.11. Notices.............................................. Section 11.12. Construction......................................... Section 11.13. Headings............................................. Section 11.14.