Effect of Assignments Sample Clauses
The "Effect of Assignments" clause defines the legal consequences and implications when a party transfers its rights or obligations under a contract to another party. Typically, this clause clarifies whether the assignment alters the original party's responsibilities, whether the assignee assumes all rights and duties, and if the non-assigning party must be notified or can object. For example, it may specify that the assignor remains liable unless expressly released, or that the assignee must meet certain qualifications. The core function of this clause is to ensure all parties understand how assignments impact their contractual relationships, thereby preventing disputes and maintaining contractual clarity.
Effect of Assignments. Upon the sale, assignment, transfer or other disposition (other than the sale of a participation) of any of a Lender's right, title and interest under this Agreement, the Notes, the Letters of Credit and the other Loan Documents to any assignee in accordance with this Section 13.2, then upon the execution, delivery and acceptance of the Assignment and Acceptance, from and after the effective date specified therein, (a) the transferor Lender no longer shall have the rights, benefits and obligations under this Agreement, the Notes, the Letters of Credit or the other Loan Documents to the extent of the interest transferred (except for such rights, benefits and obligations that such Lender would retain under or with respect to this Agreement, the Notes, the Letters of Credit or the other Loan Documents upon payment in full of the Obligations), and (b) the assignee shall become a Lender, shall succeed to the rights and benefits and assume the obligations of such transferor Lender hereunder and thereunder to the extent of the interest transferred.
Effect of Assignments. Upon such execution, delivery and consent, from and after the effective date specified in such Assignment Agreement, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under Section 9.9(b)) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with Section 2.1(e), be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit III, annexed hereto, with appropriate insertions, to reflect the amount of the outstanding Loan of the assignee and/or the assigning Lender. Other than as provided in Section 9.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.1(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.1(c).
Effect of Assignments. This instrument constitutes an absolute --------------------- and present assignment of the rents, royalties, issues, profits, revenue, income and other benefits from the Mortgaged Property; subject, however, to the license given to Trustor to collect, receive, take, use and enjoy the same as provided above; provided, further, that the existence or exercise of such right of Trustor shall not operate to subordinate this assignment to any subsequent assignment by Trustor, in whole or in part, and any such subsequent assignment by Trustor shall be subject to the rights of Trustee and Beneficiary hereunder.
Effect of Assignments. Any assignment of a policy payable under this Agreement transfers the interest of any beneficiary whom the assignor has the right to change. Agreement Covering Annuity Contract: If any annuity contract is covered by this Agreement, the word "policy" means "annuity contract" and the word "Insured" means "the named individual upon whose death the annuity death benefit will be paid". Order of Payment to First Beneficiary Class and Second Beneficiary Class: Payment of the death benefit will be made in one sum exclusively to the First Beneficiaries who are living at the death of the Insured, if any; otherwise to the Second Beneficiaries who are living, if any. Payment to each of said class of beneficiary will be in equal shares per capita. If payment is made in unequal shares with no living beneficiary of a share, that share will be apportioned in equal shares per capita to the then living beneficiaries of the same class. If this Agreement covers more than one policy or only a portion of a policy, pro rata portions of the death benefit of each policy covered by the Agreement shall be paid to each beneficiary entitled to payment.
Effect of Assignments. The parties hereby acknowledge and agree that the foregoing transactions and adjustments to be effective immediately prior to the Closing result in the elimination of all intercompany balances and obligations between any of MGL, Newcastle, MGS and MGG on the one hand and MGI and MHE on the other hand, and between MGL and MGG. This Agreement is not intended to eliminate intercompany balances between MGL and Newcastle; between MGL and MGS; and between MGI and MHE. Each of the parties hereby explicitly approves each of the transactions set forth in this Agreement. Concurrently herewith MGL is delivering to the parties hereto a written acknowledgement from Newcastle that there are no remaining intercompany balances and obligations between Newcastle on the one hand and MHE and MGI on the other hand. Attached hereto as Exhibit A is a step plan, using the approximate amount of the intercompany balances as of May 31, 2009 to illustrate how the intercompany balances will be eliminated in accordance with this Agreement.
Effect of Assignments. This instrument constitutes an absolute and present Assignment of the Rents; subject, however, to, the conditional permission given to Mortgagor to administer the Leases and collect, receive, take, use and enjoy the Rents as provided above; provided, further, that the existence or exercise of such right of Mortgagor shall not operate to subordinate this Assignment to any subsequent Assignment by Mortgagor, in whole or in part, and any such subsequent Assignment by Mortgagor shall be subject to the rights of Mortgagee hereunder.
Effect of Assignments. In each case in which the Company has acquired ownership of any Intellectual Property from any Person, the Company has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights in that Intellectual Property to the Company necessary to operate the Company’s business as currently conducted. If the Company has acquired Registered Intellectual Property from another Person, the Company has duly recorded each of these assignments with the appropriate Governmental Authority.
Effect of Assignments. Each Lender hereby agrees that it shall not enter into any Assignment and Acceptance, any other assignment, any participation or any similar agreement or arrangement (any such Assignment and Acceptance, any other assignment, any participation or any similar agreement or arrangement being an “Assignment or Similar Agreement”) with respect of all or any portion of its Term Loans (such Term Loans that are the subject of such Assignment or Similar Agreement, the “Assigned Amounts”) unless such Assignment or Similar Agreement contains a written agreement and acknowledgment by the assignee (or other counterparty thereto) (and any further assignees thereof, or further counterparties with respect thereto) that such assignee party thereto (or other counterparty thereto) irrevocably agrees and consents to this Agreement (and all terms hereof) and that the Assigned Amounts are bound by the terms hereof, that such assignee (or other counterparty thereto) shall not (and any further assignees (or other counterparties) thereof (or with respect thereto) shall not) further assign, participate and/or enter into any similar agreement or arrangement with respect to any or all of the Assigned Amounts unless such Assigned Amounts are subject to an agreement substantially the same as that set forth in this paragraph (and in any event no less favorable to any of the Loan Parties in any respect) and that Agent, TRG Holdco and the Loan Parties are third party beneficiaries entitled to enforce such agreement and acknowledgment. Any transfer or attempted transfer of all or any portion of, or all or any rights with respect to, the Term Loans (or any voting rights with respect thereto) by any Person without such acknowledgement and agreement shall be null and void.
Effect of Assignments. In each case in which the Company or any of its Subsidiaries has acquired any Intellectual Property from any Person since April 8, 2005, other than a license of the Third Party Intellectual Property described in Section 3.13(a)(ii), the Company or such Subsidiary has obtained a valid and enforceable written assignment listed in Section 3.13(d)(i)-(iii) and sufficient to irrevocably transfer all rights in that Intellectual Property to the Company or such Subsidiary. If the Company has so acquired Registered Intellectual Property, the Company has duly recorded each of these assignments with the appropriate Governmental Authorities, and listed these assignments in Section 3.13(d) of the Company Disclosure Schedule.
Effect of Assignments. The parties acknowledge and intend that, because (among other factors) B.C. Ziegler and ZAMI are under the ▇▇▇▇▇▇ ▇▇▇▇rol of The Ziegler Companies, Inc., this Assig▇▇▇▇▇ ▇nd Consent does not result in an "assignment" (as that term is defined in the Investment Company Act of 1940) of the Investment Advisory Agreements which would bring about their automatic termination.