ASSIGNMENT BY Clause Samples

The "Assignment By" clause defines the conditions under which one party may transfer its rights or obligations under the contract to another party. Typically, this clause specifies whether assignment is permitted, if prior written consent is required, or if certain assignments are automatically allowed, such as to affiliates or in connection with a merger. Its core practical function is to control and clarify the ability to delegate contractual responsibilities or benefits, thereby protecting the interests of the original parties and preventing unwanted or unapproved transfers.
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ASSIGNMENT BY the Borrower for the benefit of creditors or appointment of a receiver for the Borrower which shall not be dismissed within sixty (60) days of its filing;
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ASSIGNMENT BY. RAYTHEON 2.1 COMPANY IP--Subject to Sections 2.4, 3.6, 3.7 and 4.5 below, Raytheon hereby assigns and transfers to Company all right, title and interest of Raytheon to and under the Company IP, including the right to ▇▇▇ for pre- Closing infringement by any party other than an Affiliate of Raytheon.
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ASSIGNMENT BY. BANK Bank may from time to time without notice to Borrower, sell, assign, transfer or otherwise dispose of all or any part of the Obligations and/or the Collateral therefor. In such event, each and every immediate and successive purchaser, assignee, transferee or holder of all or any part of the Obligations and/or the Collateral therefor shall have the right to enforce this Agreement, by legal action or otherwise, for its own benefit as fully as if such purchaser, assignee, transferee or holder were herein by name specifically given such rights. Bank shall have an unimpaired right to enforce this Agreement for its benefit to that portion of the Obligations as Bank has not sold, assigned, transferred or otherwise disposed of. =============================================================================== 10. WAIVER OF JURY TRIAL BORROWER WAIVES TRIAL BY JURY AND CONSENTS TO AND CONFERS PERSONAL JURISDICTION ON COURTS OF THE STATE OF NEW JERSEY OR OF THE FEDERAL GOVERNMENT, AND EXPRESSLY WAIVES ANY OBJECTIONS AS TO VENUE IN ANY OF SUCH COURTS, AND AGREES THAT SERVICE OF PROCESS MAY BE MADE ON BORROWER BY MAILING A COPY OF THE SUMMONS TO BORROWER AT BORROWER'S ADDRESS. BANK LIKEWISE WAIVES TRIAL BY JURY. ===============================================================================
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ASSIGNMENT BY. [TGI/TGILP]. [TGI and/or TGILP] assigns to Assuming Contributing Partner: [Specify $ amounts of First Tranche Equity Contribution Commitment and Second Tranche Equity Contribution Commitment being assigned by each of TGI/TGILP] [Specify First Tranche Percentage and Second Tranche Percentage being transferred from TGI/TGILP]
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ASSIGNMENT BY. Lessor This Equipment Lease Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties, but shall not be assigned by any Party, whether by merger, consolidation, reorganization, operation of law or otherwise, without the prior written consent of the other Party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, Lessor may assign this Equipment Lease Agreement without the consent of High Falls to any corporation or other entity that succeeds to all or substantially all of Lessor's business and assets, provided that (a) such assignment is made simultaneously with Lessor's assignment of the Production Agreement to the same assignee and (b) the successor corporation or other successor entity taking assignment of this Equipment Lease Agreement is reasonably capable of performing all of Lessor's obligations hereunder and under the Production Agreement. No failure of a Party to consent to a proposed assignment of this Equipment Lease Agreement by the other Party shall be deemed unreasonable if such Party believes in good faith that the proposed assignee is not capable of performing the financial or production obligations of the Party proposing to assign this Equipment Lease Agreement. Permitted assignment of this Equipment Lease Agreement and assumption by the assignee of such obligations shall relieve the assigning Party of its financial obligations hereunder.
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ASSIGNMENT BY. BANK Bank may from time to time without notice to Borrower, sell, assign, transfer or otherwise dispose of all or any part of the Obligations. In such event, each and every immediate and successive purchaser, assignee, transferee or holder of all or any part of the Obligations shall have the right to enforce this Agreement, by legal action or otherwise, for its own benefit as fully as if such purchaser, assignee, transferee or holder were herein by name specifically given such rights. Bank shall have an unimpaired right to enforce this Agreement for its benefit to that portion of the Obligations as Bank has not sold, assigned, transferred or otherwise disposed of. 10. WAIVER OF JURY TRIAL BORROWER WAIVES TRIAL BY JURY AND CONSENTS TO AND CONFERS PERSONAL JURISDICTION ON COURTS OF THE STATE OF NEW JERSEY OR OF THE FEDERAL GOVERNMENT, AND EXPRESSLY WAIVES ANY OBJECTIONS AS TO VENUE IN ANY OF SUCH COURTS, AND AGREES THAT SERVICE OF PROCESS MAY BE MADE ON BORROWER BY MAILING A COPY OF THE SUMMONS TO BORROWER AT BORROWER'S ADDRESS. BANK LIKEWISE WAIVES TRIAL BY JURY. =========================================================================== ATTEST: BORROWER Dialogic Corporation, a New Jersey Corporation /s/ /s/ ___________________________ ___________________________ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, CFO ATTEST: SUMMIT BANK /s/ /s/ _________________________________ ___________________________________ Assistant Treasurer ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇, Vice President SUMMIT BANK MASTER ADVANCE NOTE $30,000,000.00 As of November 1, 1997 ================================================================================ LOAN FOR VALUE RECEIVED, the Undersigned, ("BORROWER"), unconditionally (and jointly and severally, if more than one) promise(s) to pay to SUMMIT BANK ("BANK"), or order, at its offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as may be designated in writing by Bank, the principal aggregate sum of Thirty Million Dollars and No Cents ($30,000,000.00) or such lesser amount of advances as may have been borrowed, repaid and reborrowed (or for such other financial accommodations as may have been made) together with interest from the date hereof on the unpaid principal balance hereunder, computed daily, at the RATES per annum indicated below, payable in accordance with the particular PAYMENT SCHEDULE indicated below. Any advance(s) shall be conclusively presumed to have been made to and for the benefit and at the request of Borro...
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ASSIGNMENT BY. SUPPLIER Supplier shall not assign any right or interest under this Agreement (excepting solely for moneys due or to become due) without the prior written consent of Company, provided however, no such consent shall be required in connection with the sale of all or substantially all of the assets of Supplier related to MATERIAL or in connection with any merger, reorganization or sale of Supplier. Supplier shall be responsible to Company for all Work performed by Supplier's subcontractor(s) at any tier. In the event of an assignment by Supplier, Company may terminate this Agreement or an order, in whole or in part, by written notice to Supplier. In such case, Company's liability shall be limited to payment of the amount due for work performed and/or MATERIAL provided by Supplier up to and including date of termination.
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Related to ASSIGNMENT BY

  • Assignment by Seller The Seller shall have the right, upon notice to but without the consent of the Servicer, to assign, in whole or in part (but exclusive of the Servicer’s rights and obligations as owner of the servicing rights relating to the Mortgage Loans), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement. All references to the Seller in this Agreement shall be deemed to include its assignee or designee and any subsequent assignee or designee, specifically including the Trustee.

  • Assignment by Owner 51 Section 12.11

  • Assignment by Issuer The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables and/or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Indenture Trustee.

  • Assignment by Lender The Lender may assign all or any of the rights and interests which it has under or by virtue of the Finance Documents without the consent of the Borrower.

  • Assignment by Lessee Lessee may transfer or assign its rights and obligations under this Agreement without the consent of Operator but shall deliver to Operator written notice of such transfer or assignment not less than ten (10) days prior to the effective date thereof; provided, however, in the event of the assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement within 15 days after receipt of written notice of such assignment, which termination will be effective within 30 days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel.