Complete Assignment Sample Clauses
The Complete Assignment clause establishes the conditions under which one party may transfer all of its rights and obligations under a contract to another party. Typically, this clause outlines the requirements for such an assignment, such as obtaining prior written consent from the non-assigning party or meeting specific criteria to ensure the assignee is capable of fulfilling the contract. By clearly defining the process and limitations for assigning contractual duties, this clause helps prevent unauthorized transfers and ensures that all parties are aware of and agree to any changes in responsibility, thereby maintaining the integrity and enforceability of the agreement.
Complete Assignment. This Agreement constitutes the complete understanding between the parties with respect to the subject matter hereof. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous agreements, negotiations, representations or discussions with respect to such subject matter. This Agreement may not be amended or modified except by a written instrument executed by parties hereto.
Complete Assignment. This Agreement embodies the complete agreement and understanding between the parties and supersedes and preempts any prior understandings, agreements or representations by or between the parties, whether written or oral, which relate to the subject matter hereof in any way.
Complete Assignment. All of the rights and obligations of Owner hereunder shall not be completely assigned or transferred, except that on thirty
Complete Assignment. The assignment under this Agreement is complete and full, including all rights to reproduce, distribute, display, modify, create derivative works, and use the Assigned IP in any manner or medium now known or hereafter developed.
Complete Assignment. (a) Notwithstanding any language to the contrary contained in the Notes or the Loan Documents, all the parties hereto acknowledge and agree that this Assignment shall operate as an absolute, unconditional and total assignment of all of Assignor's rights and duties under the Notes and the Loan Documents. On and after the Effective Date, Assignor shall be completely released from any and all obligations under the Notes or the Loan Documents and Assignee shall be fully substituted for Assignor under each such Note and Loan Document. Assignee agrees to be fully and solely responsible for all of Assignor's duties and liabilities under the Notes and the Loan Documents without recourse, in any form, to Assignor.
(b) Borrower, Holdings and Stansley specifically acknowledge and agree that Assignee shall be fully substituted for the Assignor under the Notes and Loan Documents with all rights, privileges, duties, security interests and liens transferring in full to the Assignee. Assignor acknowledges and agrees that on and after the Effective Date it shall have no rights, privileges, interests in or obligations under the Notes or the Loan Documents, including, but not limited to, the right to receive payments from the Borrower or to realize upon any of the Collateral. Borrower, Holdings and Stansley further acknowledge and agree that except for the full substitution of the Assignee for the Assignor, nothing contained in this Assignment shall modify, amend, change, terminate or otherwise delete any provision, term or condition of the Notes or the Loan Documents each of which shall remain in full force and effect.
(c) This present Assignment is separate from and not a part of the security for the Notes. All rights and remedies herein conferred may be exercised whether or not foreclosure proceedings are pending under the Deed of Trust. The existence of this Assignment shall not be construed as a waiver by Assignor or its successors and assigns of the right to enforce payment of the indebtedness evidenced by the Notes, in strict accordance with the terms and provisions of the Notes and the Loan Documents.
(d) No more than ten (10) days after the Effective Date, Assignor shall deliver to Assignee any and all Collateral in the possession of the Assignor, including, but not limited to, any cash, certificates of deposits, share certificates, certificates of limited or general partnership interests, policies of title insurance, ACCORD statements of general insurance, etc.
(e)...
Complete Assignment. The assignments to Assignee are absolute assignments of Assignor’s entire right, title, and interest in the Leases and Rents, and are not intended as a mortgage, trust conveyance, deed of trust, collateral assignment, or security instrument. On delivery of this Assignment, Assignor shall have no further interest, including rights of redemption, or claims concerning the items assigned by this Assignment or the proceeds that may be derived from these items.
Complete Assignment. The Assignor acknowledges that the Assignment is a complete assignment and that the Assignor retains no right in or to the Intellectual Property, and the Assignor hereby irrevocably and unconditionally:
(1) fully releases, remises, and forever discharges the Assignee and its shareholders, directors, officers, employees, contractors, agents, and all of their respective heirs, executors, administrators, successors and assigns from all manner of claims, proceedings, liabilities, obligations, actions, causes of action, suits, debts, dues, accounts, covenants, agreements, contracts, demands and costs, howsoever, or wheresoever arising, and whether now known or unknown, which exist as at the date hereof respect of the Intellectual Property; and
(2) agrees not to commence any claims or proceedings against the Assignee, or any person, partnership, or other entity in respect of the Intellectual Property or the ownership or use thereof, provided however that the foregoing shall not preclude or prevent the Assignor from exercising any rights or remedies pursuant to the SS Agreement or any other Transaction Document.
Complete Assignment. Developer may request the written consent of the City of an assignment of Developer’s complete interest in this Agreement. In such cases, the proposed assignee shall have the qualifications and financial responsibility necessary and adequate, as required by the City, to fulfill all obligations undertaken in this Agreement by Developer. The City shall be entitled to review and consider the ability of the proposed assignee to perform, including financial ability, past performance and experience. After review, if the City gives its written consent to the assignment, Developer shall be released from its obligations under this Agreement for that portion of the Property for which such assignment is approved.