Assignment by ▇▇▇▇▇▇ Clause Samples

Assignment by ▇▇▇▇▇▇. To the extent necessary, Parent hereby assigns, or shall cause an applicable member of the Parent Group to assign, to SpinCo or another member of the SpinCo Group, as designated by SpinCo, all Individual Agreements, with such assignment to be effective as of no later than the Effective Time; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the SpinCo Group shall be considered to be a successor to each member of the Parent Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the SpinCo Group shall enjoy all the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary).

Assignment by ▇▇▇▇▇▇. The Lender may assign to any Eligible Assignee all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by the Lender to an Affiliate of the Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing); (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) five million dollars ($5,000,000) and (y) all of the assigning ▇▇▇▇▇▇’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of the Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by ▇▇▇▇▇▇. To the extent necessary, Parent shall assign, or cause an applicable member of the Parent Group to assign, to SpinCo or another member of the SpinCo Group, as designated by SpinCo, all Individual Agreements, with such assignment to be effective as of no later than the Effective Time; provided, however, that, to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the SpinCo Group shall be considered to be a successor to each member of the Parent Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the SpinCo Group shall enjoy all the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary); provided, further, that in no event shall Parent be permitted to enforce any Individual Agreement (including any agreement containing noncompetition or non-solicitation covenants) against a SpinCo Group Employee or Former SpinCo Group Employee for action taken in such individual’s capacity as a SpinCo Group Employee or Former SpinCo Group Employee. With respect to any Individual Agreement of a SpinCo Group Employee that is a retention agreement, Parent shall be liable for, and pay to such SpinCo Group Employee as soon as practicable following the earlier of the date such employee transfers to the SpinCo Group and the Distribution Date, a prorated portion of the retention amount for the portion of the retention term specified in the retention agreement that has elapsed from the commencement of such retention term until the earlier of the date such SpinCo Group Employee transfers to the SpinCo Group and the Distribution Date.

Assignment by ▇▇▇▇▇▇. Vendor may not assign this MSA, including by operation of law or in the event of a change of control, without the consent of USAC which may be granted or withheld in USAC’s sole discretion. Vendor will request such consent in writing and in such request shall include the identity and qualifications of the proposed assignee and documentation that the proposed assignee has a demonstrated history of providing excellent services within such scope and no irremediable conflicts.

Assignment by ▇▇▇▇▇▇. Atmail may assign, transfer, novate, dispose of, declare a trust over or otherwise create an interest in its rights (or any part thereof) under this agreement at any time and the Customer hereby consents to Atmail transferring, disclosing or otherwise dealing with the Customer and its End User’s Personal Information and User Content for the purpose of effecting the assignment, novation or other transfer of rights under this clause.

Assignment by ▇▇▇▇▇▇. The Lessee agrees not to sell, assign, lease, sublease, pledge or otherwise encumber or suffer a lien or encumbrance upon or against any interest in this Agreement or the Equipment (except for the lien and security interest of the Lessor therein) without the Lessor’s prior written consent which shall not be unreasonably withheld. The Lessee's interest herein may not be assigned or transferred by operation of law.

Assignment by ▇▇▇▇▇▇. In connection with the assignment or transfer of an interest in the Loan, Lender may from time to time, without notice to any Guarantor, assign or transfer any interest in any of the Liabilities by loan participation or otherwise, and notwithstanding such assignment or transfer, such Liabilities will remain Liabilities for purposes of this Guaranty and each assignee or transferee of any interest in any of the Liabilities and this Guaranty will, to the extent of such interest, be entitled to the benefits of this Guaranty to the same extent as if such assignee or transferee were Lender.

Assignment by ▇▇▇▇▇▇. The Vendor may, at its discretion, assign or novate its interest in this deed without the consent of the Purchaser. The Purchaser must execute any document reasonably required to give effect to this clause.

Assignment by ▇▇▇▇▇▇. Subject to the terms of Section 18.8 of the Credit Agreement, this Guaranty is assignable by Lender in whole or in part in conjunction with any assignment of the Note or portions thereof, and any such assignment hereof or any transfer or assignment of the Note or portions thereof by Lender shall operate to vest in any such assignee the rights and powers, in whole or in part, as appropriate, herein conferred upon and granted to Lender.