Assignments Contract Clauses (25,277)
Grouped Into 243 Collections of Similar Clauses From Business Contracts
This page contains Assignments clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Assignments. This Backstop Commitment Letter (a) is not assignable by the Backstop Party, and any purported assignment shall be null and void ab initio; provided, however, Backstop Party may assign its Backstop Commitment, in whole or in part, to (i) an Other Backstop Party, (ii) an affiliate of the Backstop Party, or (iii) an investment fund or separately managed account the primary investment advisor or sub advisor to which is a Backstop Party or an affiliate thereof, to the extent such assignee Backstop
... Party agrees in writing to assume all obligations hereunder of such Backstop Party in connection with such Backstop Commitment, and any assignment under this proviso shall not relieve the Backstop Party from its obligations under this Backstop Commitment Letter, and (b) is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than the parties hereto. Notwithstanding the foregoing, a Backstop Party may assign all or any portion of its rights and obligations hereunder to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended), without the consent of any party, provided, however, that (i) absent the prior written consent of PG&E, such assignee (including any Entity) does not, and as a result of such assignment will not, beneficially own more than 4.75% of the Aggregate Backstop Commitments and (ii) any assignment under this sentence shall not relieve the Backstop Party from its obligations under this Backstop Commitment Letter.
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Assignments. This Backstop Commitment Letter (a) is not assignable by the Backstop Party, and any purported assignment shall be null and void ab initio; provided, however, Backstop Party may assign its Backstop Commitment, in whole or in part, to (i) an Other Backstop Party, (ii) an affiliate of the Backstop Party, or (iii) an investment fund or separately managed account the primary investment advisor or sub advisor to which is a Backstop Party or an affiliate thereof, to the extent such assignee Backstop
... Party agrees in writing to assume all obligations hereunder of such Backstop Party in connection with such Backstop Commitment, and any assignment under this proviso shall not relieve the Backstop Party from its obligations under this Backstop Commitment Letter, and (b) is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than the parties hereto. Notwithstanding the foregoing, a Backstop Party may assign all or any portion of its rights and obligations hereunder to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended), without the consent of any party, provided, however, that (i) absent the prior written consent of PG&E, such assignee (including any Entity) does not, and as a result of such assignment will not, beneficially own more than 4.75% of the Aggregate Backstop Commitments and (ii) any assignment under this sentence shall not relieve the Backstop Party from its obligations under this Backstop Commitment Letter. 11 9. Entire Agreement. This Backstop Commitment Letter, including all exhibits hereto, constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and replaces and supersedes all prior agreements and understandings, both written and oral, between the parties hereto (or any of their respective affiliates) with respect to the subject matter hereof (including the Chapter 11 Plan Backstop Commitment Letter dated as of September 9, 2019, September 13, 2019, October 20, 2019, November 16, 2019, December 6, 2019 or March 6, 2020, if applicable) and, subject to the terms hereof, shall become effective and binding upon the mutual exchange of fully executed counterparts by each of the parties hereto.
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Assignments. This Release is personal to Employee, and Employee may not assign Employee's obligations under it. This Release will inure to the benefit of the Company Releasees.
Assignments. This Release is personal to Employee, and Employee may not assign Employee's obligations under it. This Release will inure to the benefit of the Company
Releasees. Releasees and its successors and assigns, and is binding on Employee's heirs, executors, administrators and other legal representatives.
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Assignments. (a) This Agreement is personal to Consultant and without the prior written consent of the Company shall not be assignable by Consultant, except for the assignment by will or the laws of descent and distribution of any accrued pecuniary interest of Consultant, and any assignment in violation of this Agreement shall be void. The Company may assign this Agreement, and its rights and obligations hereunder, to any of its Affiliates. (b) This Agreement shall be binding on, and shall inure to the
... benefit of, the parties to it and their respective heirs, legal representatives, successors and permitted assigns (including, without limitation, successors by merger, consolidation, sale or similar transaction, and, in the event of Consultant's death, Consultant's estate and heirs in the case of any payments due to Consultant hereunder). (c) Consultant acknowledges and agrees that all of Consultant's covenants and obligations to the Company, as well as the rights of the Company hereunder, shall run in favor of and shall be enforceable by the Company and its successors and assigns.
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Assignments.
(a) This Agreement
is personal to shall not be assignable by Consultant
and without the prior written consent of the
Company shall not be assignable by Consultant, except for the assignment by will or the laws of descent and distribution of any accrued pecuniary interest of Consultant, Company, and any assignment in violation of this Agreement shall be void. The Company may assign this Agreement, and its rights and obligations hereunder, to any of its
4 Affiliates.
(b) This Agreement shall be
... binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and permitted assigns (including, without limitation, successors by merger, consolidation, sale or similar transaction, and, in the event of Consultant's death, Consultant's estate and heirs in the case of any payments due to Consultant hereunder). (c) assigns. Consultant acknowledges and agrees that all of Consultant's covenants and obligations to the Company, as well as the rights of the Company hereunder, shall run in favor of and shall be enforceable by the Company and its successors and assigns.
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Assignments. The Manager may not assign its duties under this Agreement unless such assignment is consented to in writing by Developer. However, the Manager may assign to one or more of its Affiliates performance of any of its responsibilities hereunder without the approval of the Developer so long as the Manager remains liable for any such Affiliate's performance.
Assignments. The Manager may not assign its duties under this Agreement unless such assignment is consented to in writing by
Developer. a majority of the Independent Directors. However, the Manager may assign to one or more of its Affiliates performance of any of its responsibilities hereunder without the approval of the
Developer Directors so long as the Manager remains liable for any such Affiliate's
performance. performance and such performance is at no additional cost or expense to the Company.
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Assignments. None of the parties hereto may assign this Agreement without the prior written consent of the other party hereto.
Assignments.
None Neither of the parties hereto may assign this Agreement without the prior written consent of the other party hereto.
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Assignments. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign (as such term is defined in the 1940 Act and the regulations thereunder), delegate or otherwise 4 transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party. Any assignment by either party in accordance with the terms of this Agreement shall be pursuant to a written
... assignment agreement in which the assignee expressly assumes the assigning party's rights and obligations hereunder.
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Assignments. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may
assign (as such term is defined in the 1940 Act and the regulations thereunder), assign, delegate or otherwise
4 transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.
No assignment by either party permitted hereunder shall relieve the applicable party of its obligations... under this Agreement. Any assignment by either party in accordance with the terms of this Agreement shall be pursuant to a written assignment agreement in which the assignee expressly assumes the assigning party's rights and obligations hereunder.
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Assignments. Assignor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, hereby pledges and hypothecates to Purchaser for the benefit of itself and the other Holders, and grants to Purchaser for the benefit of itself and the other Holders, a Lien on and security interest in all of its right, title and interest in, to and under the Loan Agreement Documents, including, but not limited to, its
... right, title and interest with respect to the Loan Agreement Document Undertakings and the Loan Agreement Document Indemnities. This Assignment shall not expand the scope of the Loan Agreement Document Undertakings or the Loan Agreement Document Indemnities.
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Assignments. Assignor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, hereby pledges and hypothecates to Purchaser for the benefit of itself and the other Holders, and grants to Purchaser for the benefit of itself and the other Holders, a Lien on and security interest in all of its right, title and interest in, to and under the
Loan Merger Agreement Documents, including, but not limited to,
... its right, title and interest with respect to the Loan Merger Agreement Document Undertakings and the Loan Agreement Document Indemnities. Undertakings. This Assignment shall not expand the scope of the Loan Merger Agreement Document Undertakings or the Loan Agreement Document Indemnities. Undertakings.
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Assignments. This Agreement shall accrue to the benefit of the Company and its successors and assigns, and shall be freely assignable to any entity with which the Company may merge or otherwise combine, or to which the Company may transfer substantial assets. This Agreement is personal to Employee and may not be assigned by Employee.
Assignments. This
Retirement Agreement shall accrue to the benefit of the Company and its successors and assigns, and shall be freely assignable to any entity with which the Company may merge or otherwise combine, or to which the Company may transfer substantial assets. This
Retirement Agreement is personal to
Employee the Executive and may not be assigned by
Employee. Executive.
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Assignments. No Participant or beneficiary of a Participant shall have any right to assign, pledge, hypothecate, anticipate or in any way create a lien upon any amounts payable hereunder. No amounts payable hereunder shall be subject to assignment or transfer or otherwise be alienable, either by voluntary or involuntary act or by operation of law, or subject to attachment, execution, garnishment, sequestration or other seizure under any legal, equitable or other process, or be liable in any way for the
... debts or defaults of Participants and their beneficiaries, except to the extent permitted by applicable law and pursuant to the Administrator's receipt and approval of a "qualified domestic relations order." 15. WITHHOLDING. Any taxes required to be withheld from deferrals or payments to Participants hereunder shall be deducted and withheld by the Company. 5 16. AMENDMENT AND TERMINATION. This Plan may be amended in whole or in part by action of the Administrator and may be terminated at any time by action of the Administrator; provided, however, that no such amendment or termination shall reduce any amount credited hereunder to the extent such amount was credited prior to the date of amendment or termination; and provided, further, that the duties and liabilities of the members of the Administrator hereunder shall not be increased without their consent.
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Assignments. No Participant or beneficiary of a Participant shall have any right to assign, pledge, hypothecate, anticipate or in any way create a lien upon any amounts payable hereunder. No amounts payable hereunder shall be subject to assignment or transfer or otherwise be alienable, either by voluntary or involuntary act or by operation of law, or subject to attachment, execution, garnishment, sequestration or other seizure under any legal, equitable or other process, or be liable in any way for the
... debts or defaults of Participants and their beneficiaries, except to the extent permitted by applicable law and pursuant to the Administrator's Committee's receipt and approval of a "qualified domestic relations order." 15. WITHHOLDING. Any taxes required to be withheld from deferrals or payments to Participants hereunder shall be deducted and withheld by the Company. 5 16. AMENDMENT AND TERMINATION. This Plan may be amended in whole or in part by action of the Administrator and may be terminated at any time by action of the Administrator; provided, however, that no such amendment or termination shall reduce any amount credited hereunder to the extent such amount was credited prior to the date of amendment or termination; and provided, further, that the duties and liabilities of the members of the Administrator hereunder shall not be increased without their consent.
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Assignments. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. The Company shall be obligated to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the Company's business or assets, by a written agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company
... would be required to perform if no succession had taken place. This Agreement shall inure to the extent provided hereunder to the benefit of and be enforceable by the Executive or his legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. The Executive may not delegate any of his duties, responsibilities, obligations or positions hereunder to any person and any such purported delegation by him shall be void and of no force and effect with respect to matters relating to his employment and termination of employment. Without limiting the foregoing, the Executive's rights to receive payments and benefits hereunder shall not be assignable or transferable, other than a transfer by the Executive's will or by the laws of descent and distribution. 9 17. Notices. Any notices required or permitted to be given under this Agreement shall be sufficient if in writing, and if personally delivered or when sent by first class certified or registered mail, postage prepaid, return receipt requested; in the case of the Executive, to his residence address as set forth in the books and records of the Company, and in the case of the Company, to the address of its principal place of business, to such person or at such other address with respect to each party as such party shall notify the other in writing.
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Assignments. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. The Company shall be obligated to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the Company's business or assets, by a written agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company
... would be required to perform if no succession had taken place. This Agreement shall inure to the extent provided hereunder to the benefit of and be enforceable by the Executive or his legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. The Executive may not delegate any of his duties, responsibilities, obligations or positions hereunder to any person and any such purported delegation by him shall be void and of no force and effect with respect to matters relating to his employment and termination of employment. Without limiting the foregoing, the Executive's rights to receive payments and benefits hereunder shall not be assignable or transferable, other than a transfer by the Executive's will or by the laws of descent and distribution. 9 17. Notices. Any notices required or permitted to be given under this Agreement shall be sufficient if in writing, and if personally delivered or when sent by first class certified or registered mail, postage prepaid, return receipt requested; in the case of the Executive, to his residence address as set forth in the books and records of the Company, and in the case of the Company, to the address of its principal place of business, to such person or at such other address with respect to each party as such party shall notify the other in writing.
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