▇▇▇▇▇▇▇ and Assignment Clause Samples
▇▇▇▇▇▇▇ and Assignment. The Joinder Parties and the Administrative Agent, for the benefit of the Consenting Lenders, hereby agree as follows:
(a) Each of the Joinder Parties hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such Joinder Party will become a Loan Party under the Amended Credit Agreement and a “Guarantor” for all purposes of the Amended Credit Agreement and shall have all of the obligations of a Loan Party and a Guarantor thereunder as if it had executed the Amended Credit Agreement. Each Joinder Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Amended Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article V of the Amended Credit Agreement, (b) all of the covenants set forth in Articles VI of the Amended Credit Agreement and (c) all of the guarantee obligations set forth in Article X of the Amended Credit Agreement. Without limiting the generality of the foregoing terms of this Section 2, each Joinder Party hereby guarantees, jointly and severally with the other Guarantors, to the Administrative Agent and the Consenting Lenders, as provided in Article X of the Amended Credit Agreement, the prompt payment and performance of the Guarantied Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guarantied Obligations are not paid or performed in full when due (whether at stated maturity, by acceleration or otherwise), such Joinder Party will, jointly and severally together with the other Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guarantied Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.
(b) Each of Arcadium, IntermediateCo and ▇▇▇▇▇ is, simultaneously with the execution of this Amendment, executing and delivering such Collateral Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Amended Credit Agreement, including but not limited to (i) the Second Amended and Restated Security Agreement and (ii) a Perfection Certificate S...
▇▇▇▇▇▇▇ and Assignment. This Agreement shall be binding upon each party hereto and such party's successors and assigns. This Agreement shall not be assignable by the Stockholder, but may be assigned by Telescan in whole or in part to any direct or indirect wholly-owned subsidiary of Telescan, provided that Telescan shall remain liable for any obligations so assigned.
▇▇▇▇▇▇▇ and Assignment. (a) In the Technical Department, no machinery, equipment, devices or processes covered by this Videotape Electronics Supplemental Basic Agreement shall be set up, and when required to be operated, or broken down unless a person is assigned to perform such required work at the location of same for the entire period of such set-up and required operation or breakdown, as the case may be.
(b) Employees hereunder shall not be interchangeable in their duties, except that employees in the technical department may be interchanged in the performance of the various functions encompassed within such technical department and except, further, that with respect to employees in the stagecraft department, “others” in the stagecraft department are always interchangeable in the performance of the various functions encompassed within such department; however, chiefs in the Stagecraft Department, in all cases, can assist, but are interchangeable only on remotes (locations). Nothing herein shall be construed as authorizing the Producer to assign a single employee to handle two (2) or more operating positions at one time.
(1) Except as provided in subparagraph (2) below, for each camera in operation, one camera operator, when required to operate such camera, shall be assigned and, while so assigned to operate such camera, shall not be called upon to perform other duties.
(2) Notwithstanding the foregoing: When two or more cameras are used on a television motion picture and the Director of Photography makes a request to operate one of the cameras, he may do so, provided that:
(i) the Producer notifies the Local Union and the International Union of the request; and
(ii) a Camera Operator is engaged to operate the other camera, and is employed on the same day as the Director of Photography is operating.
(iii) If the Director of Photography is not a permanent resident of the United States and has not previously been employed under this Agreement or the Local #600 Agreement (or its predecessor Agreements) and makes such a request, he may also operate the camera only if the Producer first notifies both the Local Union and the International of the request during pre-production and receives approval of the request from the International Union. The International Union agrees that it will not unreasonably deny any request for a non-U.S. resident Director of Photography to operate the camera.
(d) If a microphone on a sound boom is moved during a recording session, a technician must be ass...