Right to assign or novate Sample Clauses

The "Right to assign or novate" clause defines whether and how a party to a contract may transfer its rights or obligations to another party. Typically, this clause specifies if assignment (transfer of rights) or novation (transfer of both rights and obligations) is permitted, and may require the consent of the other contracting party before such a transfer can occur. For example, a company might wish to assign its rights to receive payment to a third party, or novate the entire contract to a new entity after a merger. The core function of this clause is to provide clarity and control over changes in contractual relationships, preventing unwanted or unexpected parties from becoming involved without agreement.
Right to assign or novate. (a) Prior to a proposed assignment or novation of its rights or obligations under this deed, the party seeking to assign its rights or novate its obligations (Assigning Party) must seek the consent of the Minister and: (i) satisfy the Minister (acting reasonably) that the person to whom the Assigning Party’s rights or obligations are to be assigned or novated (Incoming Party) has sufficient assets, resources and expertise required to perform the Assigning Party’s obligations under this deed insofar as those obligations are to be novated to the Incoming Party; (ii) procure the execution of an agreement by the Incoming Party with the Minister on terms satisfactory to the Minister (acting reasonably) under which the Incoming Party agrees to comply with the terms and conditions of this deed as though the Incoming Party were the Assigning Party; and (iii) satisfy the Minister, acting reasonably, that it is not in material breach of its obligations under this deed. (b) The Assigning Party must pay the Minister’s reasonable legal costs and expenses incurred under this clause 10.1.
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Right to assign or novate. (a) The Developer may assign or novate its rights or obligations under this Agreement to a third party, provided that: (i) Council is satisfied (acting reasonably and without delay) that the incoming third party is solvent and capable of performing the Developer’s obligations under this Agreement insofar as those obligations are to be assigned or novated to the third party ; and (ii) procure the execution of an agreement by the third party with Council (acting reasonably and without delay) under which the third party agrees to comply with the terms and conditions of this Agreement as though the third party were the Developer. (b) The Developer must pay Council’s reasonable legal costs and expenses incurred under this clause 9.1.
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Right to assign or novate. (a) Prior to a proposed assignment or novation of its rights or obligations under this Agreement, The Corporation and/or the Developer (as the case may be) must seek the consent of Council and: (i) satisfy Council (acting reasonably) that the person to whom The Corporation and/or the Developer’s rights or obligations are to be assigned or novated (Incoming Party) has sufficient assets, resources and expertise required to perform The Corporation and/or the Developer’s obligations under this Agreement insofar as those obligations are to be novated or assigned to the Incoming Party; (ii) procure the execution of an agreement by the Incoming Party with Council and any other party (as the case may be) on terms satisfactory to Council and any other party under which the Incoming Party agrees to comply with the terms and conditions of this Agreement as though the Incoming Party were The Corporation and/or the Developer (as the case may be); and (iii) satisfy Council and any other party, acting reasonably, that it is not in material breach of its obligations under this Agreement. (b) Nothing in this clause restricts the assignment or novation of The Corporation’s rights or obligations under this Agreement, or some of them, to the Developer or the Developer’s rights or obligations under this Agreement, or some of them, to The Corporation and: (i) Council agrees that such assignment or novation may be undertaken without its consent. (ii) The Corporation and the Developer will notify Council within 2 Business Days after such assignment or novation taking place.
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Related to Right to assign or novate

  • Right to Assign Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

  • RIGHT TO ASSURANCE Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract.

  • Other Rights and Obligations of the Authority (a) be deemed to have taken possession and control of the Project forthwith; (b) take possession and control of all materials, stores, implements, construction plants and equipment on or about the Site; (c) be entitled to restrain the Concessionaire and any person claiming through or under the Concessionaire from entering upon the Site or any part of the Project; (d) require the Concessionaire to comply with the Divestment Requirements set forth in Clause 34.1; and (e) succeed upon election by the Authority, without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Agreements as the Authority may in its discretion deem appropriate, and shall upon such election be liable to the Contractors only for compensation accruing and becoming due and payable to them under the terms of their respective Project Agreements from and after the date the Authority elects to succeed to the interests of the Concessionaire. For the avoidance of doubt, the Concessionaire acknowledges and agrees that all sums claimed by such Contractors as being due and owing for works and services performed or accruing on account of any act, omission or event prior to such date shall constitute debt between the Concessionaire and such Contractors, and the Authority shall not in any manner be liable for such sums. It is further agreed that in the event the Authority elects to cure any outstanding defaults under such Project Agreements, the amount expended by the Authority for this purpose shall be deducted from the Termination Payment.

  • Lender’s Right to Perform If any Loan Party fails to perform any covenant or obligation contained herein and such failure shall continue for a period of five (5) Business Days after Borrower’s receipt of written notice thereof from Lender, without in any way limiting Lender’s right to exercise any of its rights, powers or remedies as provided hereunder, or under any of the other Loan Documents, Lender may, but shall have no obligation to, perform, or cause the performance of, such covenant or obligation, and all costs, expenses, liabilities, penalties and fines of Lender incurred or paid in connection therewith shall be payable by Borrower to Lender upon demand and if not paid shall be added to the Obligations (and to the extent permitted under applicable laws, secured by the Mortgages and the other Collateral Documents) and shall bear interest thereafter at the Default Rate. Notwithstanding the foregoing, Lender shall have no obligation to send notice to Borrower of any such failure.

  • Party B’s Rights and Obligations 9.1 Party B is entitled to request Party A to repay the principal, interest accrued thereon and expenses when due, to manage and control the payment of loan amounts, to monitor on a real-time basis overall cash flows of Party A and to accelerate the maturity of the loan considering the status of collection of sale proceeds of Party A. Party B may exercise any other rights hereunder and demand Party A to perform any other obligations hereunder. 9.2 Party B is entitled to engage in Party A’s large-amount financing (The total amount of such financing shall be more than RMB SEVENTY-FOUR MILLION or Foreign Exchange equivalent) , sale of assets, merger, split-up, stock-company restructuring, bankruptcy, liquidation and other activities for the purpose of protecting Party B’s rights. The way(s) of engagement shall be (1) (multiple choices are allowed) (1) Party A shall seek Party B’s prior written consent before carrying out any of the above activities; (2) Party B is entitled to arrange for Party A’s large-amount financings; (3) the sale price and buyer of the assets shall be in compliance with the following: (5) other ways Party B deems fit. 9.3 Party B shall advance the Loan as provided herein unless the delay or failure in advancing the Loan is caused by any reason attributable to Party A or any other reason that can not be attributed to Party B. 9.4 Party B shall keep confidential the relevant financial documents and manufacturing and operating trade secrets furnished by Party A except otherwise provided by the laws, regulations and rules, or required by the competent authorities, or agreed between the parties hereto. 9.5 Party B shall not bribe Party A or its employees, nor request any bribe or accept any bribe offered by Party A. 9.6 Party B shall not engage in any activity which is dishonest or will be detrimental to Party A’s lawful interests.