Limited Assignment Sample Clauses

Limited Assignment. The rights and obligations of Macquarie under this Agreement may not be assigned, nor its obligations hereunder be assumed, in whole or in part, to or by any person or entity which is not a party to this Agreement without the prior written consent of the Stockholder, except as expressly provided pursuant to Section 6. The rights and obligations of the Stockholder under this Agreement may not be assigned, nor its obligations hereunder be assumed, in whole or in part, to or by any person or entity which is not a party to this Agreement without the prior written consent of Macquarie; provided that (a) pursuant to a Pledge and Collateral Assignment Agreement dated April 16, 2007 (“Pledge Agreement”), as it may be amended from time to time, the Stockholder may and has pledged and assigned its right, title and interest in the Agreement to, granted a proxy and power of attorney to, and granted a security interest in and assigned certain proceeds to Allied, and Macquarie acknowledges the Pledge Agreement and agrees that Allied may serve as agent for the holders of the “Note” as defined in the Pledge Agreement and (b) following the expiration of the Call Option Exercise Period, Stockholder, upon written notice to Macquarie may assign all or a portion of the Put Option to one or more Stockholder Parties, and in each such case (a) and (b) Stockholder shall remain primarily liable for and stand behind each of his obligations under this Agreement.

Limited Assignment. Substitute, relief, limited and special limited-term, provisional, and emergency appointments shall be made and shall be subject to the limitations contained in applicable Education Code provisions and Personnel Commission Rule 671.

Limited Assignment. The rights and obligations of the Seller under this Agreement and under any Transaction may not be assigned without the prior written consent of the Buyer and any such assignment without the prior written consent of the Buyer shall be null and void. Subject to the foregoing, this Agreement and any Transactions shall bind and benefit the parties and their respective successors and assigns.

Limited Assignment. Subject to the further limitations in subparagraph (b) below, this Agreement, and all, but not part, of Buyer's rights under this Agreement, may be assigned by Buyer, without the prior written consent of Seller, to any entity affiliated with the Inland Group, Inc., a Delaware corporation, which is qualified to do business in the State of Illinois, so long as there is no payment for such assignment; provided, however, that such assignment shall not release or relieve Buyer of and from any liability or obligation under this Agreement, and Buyer shall continue to be primarily liable to Seller under this Agreement. No such assignment shall be effective, however, unless and until Buyer shall have furnished to Seller (i) an executed copy of the assignment plus a written assumption agreement, in form satisfactory to Seller, by the assignee to assume, perform and be responsible, jointly and severally with the Buyer named herein, for the performance of all of the obligations of Buyer under this Agreement and to pay all additional transfer or documentary taxes imposed as a result of such assignment, and which contains a representation by the assignee that all of the representations and warranties made by Buyer in this Agreement are true and correct with respect to the assignee as of the date of the assumption agreement, and (ii) such information as Seller may reasonably request to confirm that no payment has made for such assignment. Seller shall have the right to rely in good faith on the genuiness and validity of the notice from Buyer of an assignment and to convey the Premises to the assignee without liability to Buyer or any other person. Buyer shall indemnify and save Seller harmless from and against any such liability in connection with such conveyance to the assignee.

Limited Assignment. 3.4.1 The Options may not be assigned, except to: (a) the Optionholder’s Family Trust, Personal Holding Corporation or Retirement Trust (if permitted by applicable securities laws) (or between such entities or from either of such entities to the Optionholder); or (b) a legal representative of the Optionholder’s estate or a person who acquires the Optionholder’s rights under the Options by bequest or inheritance on death of the Optionholder; in which case the assignee will thereafter be the Optionholder for the purposes of this Option Agreement, except in determining early expiry under Section 3.3. 3.4.2 If a Personal Holding Corporation to which the Options have been granted or assigned is no longer controlled by the Optionholder, or the shares of the Personal Holding Corporation are no longer beneficially owned by the Optionholder and persons who were the spouse, minor children or minor grandchildren of the Optionholder at the time of the grant or assignment, then the Options cannot be exercised until they are assigned by the Personal Holding Corporation to the Optionholder or another assignee permitted by Section 3.4.1.

Limited Assignment. (a) Effective on the latest date on which this Assignment Agreement is executed by Anaheim, Anaheim hereby assigns, transfers, and conveys to SCPPA, and SCPPA hereby accepts and assumes, all of Anaheim’s rights (“Assigned Product Rights”) and obligations under the PPA to purchase, receive, and pay for the products described in Appendix 1 (“Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights are further limited or described in the “Further Information/Limitations” section on Appendix 1 and subject to the following additional terms: (1) Anaheim hereby assigns to SCPPA the obligation to purchase the Assigned Products and pay the APC Contract Price (as defined in Appendix 1) for all Assigned Products that are actually delivered to or for the account of SCPPA or its assigns pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and, together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”), provided that the Parties acknowledge and agree that PPA Seller will be obligated to deliver a single, consolidated Payment Invoice (as defined in the PPA) to Anaheim during the Assignment Period and shall simultaneously deliver copies thereof to ▇. ▇▇▇▇ and SCPPA. Anaheim expressly retains all of its other rights and obligations under the PPA. Anaheim agrees that it will remain responsible for all payments due to PPA Seller pursuant to the Delivered Product Payment Obligation within five (5) Business Days (as defined in the PPA) of receiving Notice (as defined in the PPA) of non-payment from PPA Seller; (2) All scheduling of Assigned Products under the PPA shall continue to take place between Anaheim and PPA Seller pursuant to the terms of the PPA; provided that (i) title to Assigned Products will pass from PPA Seller to SCPPA or its assigns upon PPA Seller’s delivery in accordance with the PPA; (ii) Anaheim is authorized by SCPPA to and shall act as the Scheduling Coordinator, as that term is defined in the PPA, with regard to scheduling Assigned Products; (iii) Anaheim will provide copies to SCPPA and its assigns of any Notice (as defined in the PPA) of Force Majeure or an Event of Default or default, breach, or other occurrence that if not cured within the applicable grace period could result in an Event of Default, which must be provided contemporaneously with any delivery of such Notice to PPA Seller and, as applicable, any collateral a...

Limited Assignment. (a) Unit Appreciation Rights may not be assigned separately from the related right to acquire Units. (b) Exchange Options, including any accompanying Unit Appreciation Rights, may not be assigned, except to: (i) an Optionholder's Family Trust, Personal Holding Corporation or Retirement Trust (or between such entities or from either of such entities to the Optionholder); or (ii) a legal representative of the Optionholder's estate or a person who acquires the Optionholder's rights under the Exchange Option by bequest or inheritance on death of the Optionholder. (c) If a Personal Holding Corporation to which an Exchange Option, including any accompanying Unit Appreciation Right, has been granted or assigned is no longer controlled by the related Eligible Person, or the shares of the Personal Holding Corporation are no longer beneficially owned by the Eligible Person and persons who were the spouse, minor children or minor grandchildren of the Eligible Person at the time of grant or assignment, then the Exchange Option, including any accompanying Unit Appreciation Right, cannot be exercised until it is assigned by the Personal Holding Corporation to that Eligible Person or another assignee permitted by section 4.4(a).

Limited Assignment. No Rights as Unitholder or to Remain an Eligible Person; Status of Consultants................11 4.6 Adjustments...................................................................................11

Limited Assignment. Subject to the further limitations in subparagraph (b) below, this Agreement, and all, but not part, of Buyer's rights under this Agreement, may be assigned by Buyer, without the prior written consent of Seller, to an entity which is qualified to do business in the State of New Jersey and which is managed or controlled by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; provided, however, that such assignment shall not release or relieve Buyer of and from any liability or obligation under this Agreement, and Buyer shall continue to be primarily liable to Seller under this Agreement. No such assignment shall be effective, however, unless and until Buyer shall have furnished to Seller both an executed copy of the assignment plus a written assumption agreement, in form satisfactory to Seller, by the assignee to assume, perform and be responsible, jointly and severally with the Buyer named herein, for the performance of all of the obligations of Buyer under this Agreement and to pay all additional transfer or documentary taxes imposed as a result of such assignment, and which contains a representation by the assignee that all of the representations and warranties made by Buyer in this Agreement are true and correct with respect to the assignee as of the date of the assumption agreement. Seller shall have the right to rely in good faith on the genuineness and validity of the notice from Buyer of an assignment and to convey the Premises to the assignee without liability to Buyer or any other person. Buyer shall indemnify and save Seller harmless from and against any such liability in connection with such conveyance to the assignee.