Assignment Subordination Sample Clauses

Assignment Subordination. Section 6.1 Assignment by the City - The City may not assign or transfer all or a portion of its interest under this Agreement without the prior written consent of the Redeveloper, which consent may be withheld in the sole and absolute discretion of Redeveloper, and the City shall not permit the use or occupancy of the Easement Premises or the Water Treatment Improvements by any third party.
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Assignment Subordination. 16.1 Except as expressly permitted under Section 16.2 below, Licensee may not, by operation of Law or otherwise, transfer, assign, sublicense or encumber all or any portion of its rights and obligations under this Agreement to another person or entity (collectively, an "assignment") without the prior written approval of Licensor, which approval shall not be unreasonably withheld, conditioned or delayed. Any attempted assignment, sublicense or transfer without consent as required above (except as permitted in Section 16.2) shall be void and shall be deemed an Event of Default by Licensee. If Licensor reasonably disapproves any such assignment, Licensee shall have the right and option, exercisable by written notice within ninety (90) days after Licensee's receipt of such disapproval notice, to terminate this Agreement and remove the Licensee Equipment in accordance with Section 10.1
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Assignment Subordination. Seller acknowledges and agrees that Buyer may assign its interest in this Agreement by operation of law or otherwise (including, without limitation, to any new owner of the Plant); provided, however, that Buyer shall cause the assignee in any such instance to assume all of the obligations of Buyer hereunder. The Parties acknowledge and agree that, prior to and/or upon the ultimate completion of the construction of the Plant, Buyer shall obtain certain financing (the “Plant Financing”) relative to the construction and operation of the Plant, and that such Plant Financing shall be secured by a first priority lien on the Parcel (including, without limitation, the Plant). The lien of the Plant Financing (including any and all extension(s), increase(s), modification(s), amendment(s) or refinancing(s) of all or any portion of same) shall be and shall remain superior in all respects to this CPA. Without limitation of the foregoing, Seller acknowledges and agrees that: (i) the Plant Financing may be replaced in whole or in part from time to time (including, without limitation, by so-called permanent, take-out and/or replacement financing) and (A) such replacement(s) shall constitute Plant Financing for all purposes of this CPA, and (B) the lien(s) of the same shall have the same status as the lien of the Plant Financing and shall be and shall remain superior in all respects to this CPA; and (ii) any mortgagee, beneficiary and/or holder (as applicable) of and/or under the Plant Financing (including any and all extension(s), increase(s), modification(s), amendment(s) or refinancing(s) of all or any portion of same) shall have the ongoing right to sell, assign or otherwise alienate or transfer the loan(s) constituting all or a portion of the same without impairing the priority of its lien. Except as set forth in the preceding sentences of this paragraph, this CPA shall be superior to any present or future mortgage, deed of trust, ground lease, or other encumbrance of all or any part of the Parcel; provided, however, that Seller agrees to subordinate this CPA upon request to any present or future mortgage, deed of trust, ground lease, or other encumbrance of the Parcel on the condition precedent that the applicable mortgagee, trustee, ground lessor, or other holder executes an agreement acceptable to Seller providing that, so long as no event of default by Seller has occurred, Seller’s rights under this CPA shall not be disturbed, and shall survive any and all actions...
Sample 1
Assignment Subordination. This Agreement shall be binding upon and shall insure to the benefit of the parties hereto and their assigns. Xxxxxxxxx Motorsports may assign to banking and other lending institutions monies due or to become due under this Agreement, but otherwise neither this Agreement nor any interest herein may be assigned, in whole or in part, by either party hereto without prior written consent of the other party hereto. It is understood and agreed that this Agreement is subject and subordinate to the License Agreement and the rights of the Arca ReMax Series thereunder and to any encumbrance of Xxxxxxxxx Motorsports provided, however, if Hamptons Luxury Homes Inc. continues to comply with its obligations under this Agreement, the Advertising Rights granted hereunder shall in no event be terminated prior to the termination date as stated in Paragraph 4.
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Assignment Subordination 
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Related to Assignment Subordination

  • Payment Subordination Except as otherwise expressly provided in this Agreement, all of Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from any other source unless all obligations under the Senior Loan Documents are paid, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of the Junior Loan. All payments or distributions upon or with respect to the Junior Loan which are received by Junior Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time to time that Borrower is obligated to pay to Junior Lender in accordance with the terms and conditions of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lender.

  • Non-Subordination The Obligations are not subordinated in any way to any other obligations of Borrower or to the rights of any other Person.

  • Assignment of Security Interest If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest.

  • Lien Subordination Notwithstanding the date, manner or order of grant, attachment or perfection of any Junior Lien in respect of any Collateral or of any Senior Lien in respect of any Collateral and notwithstanding any provision of the UCC, any applicable law, any Security Document, any alleged or actual defect or deficiency in any of the foregoing or any other circumstance whatsoever, the Junior Representative, on behalf of each Junior Secured Party, in respect of such Collateral hereby agrees that:

  • Intercompany Subordination Agreement The Administrative Agent shall have received the Intercompany Subordination Agreement, duly executed and delivered by each Loan Party.

  • Agreement of Subordination The Company covenants and agrees, and each holder of Notes issued hereunder by its acceptance thereof likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article Four, and each Person holding any Note, whether upon original issue or upon registration of transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest (including Liquidated Damages, if any) on all Notes (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, as the case may be, as provided in this Indenture) issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. No provision of this Article Four shall prevent the occurrence of any default or Event of Default hereunder.

  • SUBORDINATION TO MORTGAGES This Lease and all of Tenant's rights hereunder are subject and subordinate to any Mortgage now or hereafter placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlord.

  • Continuing Subordination The subordination provisions in this Deed constitute a continuing subordination and benefit the ultimate balance of the Senior Debt regardless of any intermediate payment or discharge of the Senior Debt in whole or in part.

  • Relation to Subordination Provisions Interest Drawings under the Liquidity Facilities and withdrawals from the Cash Collateral Accounts, in each case, in respect of interest on the Certificates of any Class, will be distributed to the Trustee for such Class of Certificates, notwithstanding Sections 2.01(b) and 3.02.

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