A "Consent to Assignment" clause stipulates that a party must obtain permission from the other party before transferring their rights or obligations under the contract to a third party. This ensures that the original party remains involved in decisions affecting the performance and continuity of the contract.
CONSENT TO ASSIGNMENT
OF
ADMINISTRATIVE SERVICES AGREEMENT
RECITALS:
1) Woodmen of the World Life Insurance Society (“Insurer”) and Summit Investment Partners, Inc. (“Summit”) entered into an Administrative Services Agreement, effective February 18, 2003 (“Services Agreement”), with regard to Summit Mutual Funds, Inc. (“Fund”).
2) Pursuant to a change in the investment management of the Fund, Calvert Asset Management Company, Inc. (“CAMCO”) has become the investment adviser to the Fund, replacing Summit, and Calvert Distributors, Inc. (“CDI”) has become the Distributor of the Fund, replacing Ameritas Investment Corp., in each case effective December 12, 2008.
3) Section 6 (b) of the Services Agreement provides that the Services Agreement may not be assigned except with the written consent of each Party.
IN CONSIDERATION of the above, and of the mutual promises and conditions set forth in the Services Agreement and this Consent to Assignment, the parties agree as follows:
Consent to Assignment
This Consent to Assignment (this “Agreement”) is made as of the 28th day of June, 2022, by and among UMB Bank, n.a. (“UMB”), Carillon Series Trust (“Carillon”) and The Chartwell Funds (the “Chartwell”).
WHEREAS, UMB and Chartwell entered into that certain Custody Agreement dated June 1, 2017, as amended (the “Custody Agreement”) relating to the provision of custody services by UMB to Chartwell; and
WHEREAS, effective July 1, 2022, Chartwell will be reorganized into Carillon; and
WHEREAS, Chartwell desires to assign its rights and obligations under the Custody Agreement to Carillon, and Carillon desires to accept and assume such rights and obligations; and
WHEREAS, the UMB is willing to consent to such assignment.
INDEX LICENSE CONSENT TO ASSIGNMENT AGREEMENT
This Index License Consent to Assignment Agreement (this “Agreement”), effective as of February 4, 2022 (the “Effective Date”), is made by and between Quantix Commodities LP, a Delaware limited partnership (“Licensor”), and Harbor Capital Advisors, Inc., a Delaware corporation (“Licensee”).
WHEREAS, Licensor and Licensee are parties to that certain Index License Agreement effective as of December, 2021 (the “License Agreement”);
WHEREAS, Licensor desires to assign all of its rights, title, and interest in and to the Indices (as defined in the License Agreement) to Quantix Commodities Indices LLC, a Delaware Limited Liability Company (“Assignee”);
WHEREAS, Licensor desires to assign the License Agreement to Assignee; and
WHEREAS, Licensor desires to obtain the consent of Licensee for such assignments and Licensee is willing to provide such consent on the terms of this Agreement.
ASSIGNMENT OF LEASE AND CONSENT TO ASSIGNMENT
For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned, Genesis Laboratories, LLC, hereinafter referred to as "Assignor", hereby assigns to First Foods Group Inc. hereinafter referred to as "Assignee", all of its right, title and interest in and to that certain Lease Agreement bearing date of the December 31, 2016 ("Original Lease") and as amended by that certain First Amendment ((lease Agreement dated April 21, 2017 (collectively the "Lease"), entered into with Adler Oakes, Ltd., as Landlord, and the Assignor, as Tenant, for certain space described as: 4360 Oakes Road, Units 607 and 608-609, Davie, FL 33314 ("Premises"').
Each of the parties represents and warrants that it has dealt with no broker or brokers in connection with the execution of this Assignment of Lease and Consent to Assignment, except Adler Realty Services LLC, and each of the parties agrees to indemnify the other against, and hold it harmless from all liabilities arising from any claim for brokerage commissions or finder's fee resulting from the indemnitor’s acts (including, without limitation, the cost of counsel fees in connection therewith) except for the persons or entities set forth above.
ASSIGNMENT, ASSUMPTION AND
CONSENT TO ASSIGNMENT OF LEASE AND SUBLEASES
THIS AGREEMENT is made the 26th day of May, 2021 (the “Effective Date”), by and among HP Lumina, LLC, a Texas limited liability company (“Landlord”), Atlantic Postal Services, Inc., a Delaware corporation (“Assignor”) and EVO Transportation & Energy Services, Inc., a Delaware corporation (“Assignee”).
RECITALS:
A.Assignor currently leases from Landlord certain space (the “Premises”) located at 9400 Sprinkle Road, Austin, TX 78754 (the “Property”) pursuant to that certain Master Lease dated as of April 26, 2015 between Edwards Mail Service, Inc., a Texas corporation (“Edwards”), and Landlord (as amended and assigned to Assignor pursuant to that certain Agreement to (A) Assign and Assume Master Lease, (B) Modify Master Lease (C) Assign and Assume Subleases and (D) Resolve Unpaid Lease Payment dated October 4, 2018 among Landlord, Assignor, and Edwards (the “2018 Assignment”), the “Lease”), a true and complete copy of which is attached hereto.
On August 13, 2020, we entered into a Consent to Assignment and Amendment with BB&T Capital Markets, a division of BB&T Securities, LLC (“BB&T”) and Truist Securities, Inc., pursuant to which Truist Securities, Inc. succeeded to and assumed all the rights and obligations of BB&T under the original BB&T equity distribution agreement and replaced BB&T as a sales agent thereunder. Accordingly, all references to “BB&T Capital Markets, a division of BB&T Securities, LLC” and “BB&T Capital Markets” in the Original Prospectus Supplement shall hereafter be deemed to be deleted and replaced with references to “Truist Securities, Inc.” and “Truist Securities”, respectively. As a result of the events described above, all references in the Original Prospectus Supplement to a “sales agent” or the “sales agents” shall hereafter be deemed to exclude BB&T and to include Truist Securities, Inc. and all references in the Original Prospectus Supplement to the “equity distribution agreements” shall be deemed to mean the original equity distribution agreements, with the original BB&T equity distribution agreement, as amended by the Consent to Assignment and Amendment.
To execute, concurrently with the execution of this Amendment, the attached Guarantee (Exhibit B). Notwithstanding the foregoing, within 60 days following the date of this Fifth Amendment and Consent to Assignment Agreement, Tenant may cause to be delivered to Landlord an executed replacement Guarantee in the form attached hereto as Exhibit B (the “Replacement Guarantee”) from Redwood Trust, Inc., a Maryland corporation. Upon Landlord’s receipt of the executed Replacement Guarantee, the Guarantee of Lease from Assignor shall be automatically void and of no further force and effect, and references to the Guarantee in the Lease shall mean the Replacement Guarantee; and
CONSENT TO ASSIGNMENT.
For valuable consideration, including the assignments, acknowledgments, and representations of Assignor and Assignee set forth above, Landlord hereby consents to Assignor’s assignment to Assignee of all of Assignor’s right, title and interest in the Lease and concurrently releases Assignor from any obligation under the Lease, except as may be provided in the Guarantee.
CONSENT TO ASSIGNMENT
Company, being the recipient of services under the Service Agreement and a party thereto, hereby acknowledges and consents to the foregoing Assignment by Assignor of the Service Agreement and the Assumption by Assignee of Assignor’s duties and obligations under the Service Agreement. Company further acknowledges Assignor’s and Assignee’s instructions to it as to the making of future payment(s) under the Service Agreement.
CONSENT TO ASSIGNMENT AND AMENDMENT
This CONSENT TO ASSIGNMENT AND AMENDMENT (this “Amendment”), is dated as of November 6, 2020, by and among BB&T Capital Markets, a division of BB&T Securities, LLC, a Delaware limited liability company (“BBTS”), Truist Securities, Inc., a Tennessee corporation (“Truist Securities”), Extra Space Storage Inc., a Maryland corporation (the “Company”), and Extra Space Storage LP, a Delaware limited partnership (the “Operating Partnership”).
WHEREAS, BBTS, the Company and the Operating Partnership are parties to that certain Equity Distribution Agreement, dated as of May 15, 2019, by and among the Company, the Operating Partnership and BBTS (the “Agreement”);
WHEREAS, BBTS and Truist Securities are direct, wholly-owned subsidiaries of Truist Financial Corporation (“Truist,” and together with its subsidiaries and affiliated entities, the “Truist Organization”);
BLM Request for Consent to Assignment to Ultra Resources: The form of request for BLM’s consent to the BLM Easements Assignment to Ultra Resources, a copy of which request is attached to this Agreement as Exhibit B.
"Landlord Consent to Assignment" shall mean an executed copy of Landlord's written consent to the assignment of the Facility Lease from Seller to Purchaser, by and among Landlord, Seller and Purchaser, in a form reasonably acceptable to Seller and Purchaser.
Consent to Assignment.
1.1.
This Consent shall not be effective and the Assignment shall not be valid nor shall Assignee take possession of the Premises unless and until Landlord shall have received: (a) counterparts of this Consent executed by Tenant and Assignee, and (b) on or before the Effective Date (as defined in the Assignment Agreement)(the “Assignment Date”) Tenant shall deliver to Landlord the then full outstanding principal balance of TI Rent remaining unpaid under the Lease as of such date of payment. Tenant and Assignee represent and warrant to Landlord that the copy of the Assignment Agreement attached hereto as Exhibit A is true, correct and complete. Assignee shall deliver to Landlord an insurance certificate satisfying the requirements of the Lease prior to the earlier of: (x) Assignee accessing the Premises under the Assignment Agreement, or (y) the Assignment Date.
1.2.
Landlord neither approves nor disapproves the terms, conditions and agreements contained in the Assignment Agreement, all of which shall be subordinate and at all times subject to all of the covenants, agreements, terms, provisions and conditions contained in the Lease and this Consent.
TENTH AMENDMENT TO LEASE ASSIGNMENT, ASSUMPTION, AND CONSENT TO ASSIGNMENT
THIS TENTH AMENDMENT TO LEASE, ASSIGNMENT, ASSUMPTION, AND CONSENT TO ASSIGNMENT (the “Tenth Amendment to Lease”), made as of the 15th day of July, 2014, by and between SOUTHPORT BUSINESS PARK LIMITED PARTNERSHIP, a North Carolina limited partnership (the “Landlord”), and GENTRIS CORPORATION, a Delaware corporation (the “Assignor”) and GENTRIS, LLC, a Delaware limited liability company ( the “Assignee”).
EIGHTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
AND CONSENT TO ASSIGNMENT BY PARENT
THIS EIGHTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT AND CONSENT TO ASSIGNMENT BY PARENT (this “Amendment and Consent”), dated as of May 10, 2019, amends the Receivables Purchase Agreement dated as of July 31, 2013, as previously amended (the “Receivables Purchase Agreement”), among FERGUSON RECEIVABLES, LLC, a Delaware limited liability company (the “Seller”), FERGUSON ENTERPRISES, LLC (formerly Ferguson Enterprises, Inc.), a Virginia limited liability company (the “Servicer”), the Originators party thereto from time to time, the Conduit Purchasers listed on Schedule I thereto from time to time, the Committed Purchasers listed on Schedule I thereto from time to time, the LC Banks listed on Schedule III thereto from time to time, the Facility Agents listed on Schedule I thereto from time to time, ROYAL BANK OF CANADA, as the administrative agent (in such capacity, the “Administrative Agent”), SUNTRUST BANK, as the co-administrative agent (the “Co-Administrative Agent”), and FERGUSON HOLDINGS LIMITED, a company incorporated in Jersey and having registration number 106605 (formerly Ferguson plc and, before that, Wolseley plc) (the “Assignor Parent”) and FERGUSON PLC, a company incorporated in Jersey and having registration number 128484 (the “Assignee Parent”).
Consent to Assignment is a clause used in contractual agreements that requires one party to obtain the permission of the other party before transferring their rights and obligations under the contract to a third party. This ensures that the original parties maintain control over who is responsible for fulfilling the contract’s terms.
When should I use Consent to Assignment?
You should use Consent to Assignment clauses when:
The relationship between the contracting parties is based on trust and specific performance characteristics.
The contract involves proprietary or confidential information that should not be transferred without approval.
The performance of the contract is dependent on the unique skill, capability, or reliability of one of the parties.
It is crucial to ensure that any new party assuming the rights and obligations will honor the original terms of the agreement.
How do I write a Consent to Assignment clause?
To write a Consent to Assignment clause, address key elements like the need for prior written consent, the conditions under which consent may be withheld, and any consequences of unauthorized assignment. Here is a basic structure:
Consent to Assignment: Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Any attempt to assign or transfer in violation of this provision will be null and void.
Which contracts typically contain Consent to Assignment clauses?
Contracts that typically include Consent to Assignment clauses are:
Lease Agreements: Property owners often require tenants to obtain consent before subleasing or assigning the lease to another tenant.
Employment Contracts: Employers may seek consent before an employee transfers their contractual obligations to another entity.
Service Agreements: Service providers may include these clauses to ensure customers can only reassign the contract with their approval.
Franchise Agreements: Franchisors generally require franchisees to seek consent before transferring their franchise rights to ensure the new party maintains business standards.
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11 example clauses
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