Assignment 100 Sample Clauses

Assignment 100. 9.8 Severability 100
Sample 1
AutoNDA by SimpleDocs
Assignment 100. SECTION 11.09. Enforcement; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial 100 SECTION 11.10. No Recourse Against Nonparty Affiliates 101 SECTION 11.11. Legal Representation 103 SECTION 11.12. Schedules 104 Exhibits EXHIBIT A Purchase Price Calculation/Accounting Principles EXHIBIT B Form of Xxxx of Sale and Assignment and Assumption Agreement EXHIBIT C Form of Assignment Agreement for Transferred Interests EXHIBIT D Form of Intellectual Property Assignment Agreement EXHIBIT E Form of Purchase Price Allocation EXHIBIT F Debt Commitment Letter EXHIBIT G Form of Certificate of Non-Foreign Status EXHIBIT H Form of Escrow Agreement ANNEX A Non-Dealership Lessees ANNEX B Non-Business Entities ANNEX C Dealerships This PURCHASE AGREEMENT, dated as of September 12, 2021 (this “Agreement”), is made by and among Group 1 Automotive, Inc., a Delaware corporation (the “Purchaser”), GPB Portfolio Automotive, LLC, a Delaware limited liability company, Capstone Automotive Group, LLC, a Delaware limited liability company, Capstone Automotive Group II, LLC, a Delaware limited liability company, Automile Parent Holdings, LLC, a Delaware limited liability company, and Automile TY Holdings, LLC, a Delaware limited liability company (each, a “Seller” and collectively, the “Sellers”), and Prime Real Estate Holdings, LLC, a Delaware limited liability company (the “Real Estate Equity Seller”). The Sellers and the Real Estate Equity Seller are collectively referred to herein as the “Seller Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.01.
Sample 1

Related to Assignment 100

  • Assignment, Etc The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

  • ASSIGNMENT AND XXXX OF SALE This ASSIGNMENT AND XXXX OF SALE is made, delivered and effective as of March 9, 2021, by Xxxx Wealth, Inc., a Delaware corporation (the “Transferor”), in favor of Series Gallery Drop 084, a Series of Xxxx Gallery LLC, a Delaware series limited liability company (the “Transferee”).

  • Assignment Agreement The Assignment and Assumption Agreement, dated the Closing Date, between Residential Funding and the Company relating to the transfer and assignment of the Mortgage Loans.

  • Assignment, Mortgage, Etc 11. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Owner in each instance. Transfer of the majority of the stock of a corporate Tenant or the majority partnership interest of a partnership Tenant shall be deemed an assignment. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Owner to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or underletting.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Assignment Fee Unless the assignment shall be to an affiliate of the assignor or the assignment shall be due to merger of the assignor or for regulatory purposes, either the assignor or the assignee shall remit to Agent, for its own account, an administrative fee of Three Thousand Five Hundred Dollars ($3,500).

  • Assignment of Contract Contractor shall not assign or otherwise transfer its rights under this Agreement, without the prior written consent of Client. Any attempt to make such an assignment without Client's consent shall be void. Client's consent shall not be reasonably withheld.

  • Assignment and Transfer The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

  • Assignment of Lease Assignor hereby assigns, transfers and sets over to Assignee all of Assignor’s right, title and interest as tenant under the Lease, together with all credits, deposits, rights of refusal, options (including, but not limited to, any options to purchase or renew set forth in the Lease), benefits, privileges and rights of Assignor under the Lease.

  • Assignment and Conveyance 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase Agreement (the "Purchase Agreement"), dated as of [DATE], between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement. Recognition of the Company

Time is Money Join Law Insider Premium to draft better contracts faster.