Assignment and Consideration. 2.1 The Assignor hereby agrees to assign and transfer the Contracts to the Assignee on the Closing date, free and clear of any mortgage, lien, pledge, security, interest, conditional sales agreement or other encumbrances of any kind whatsoever, subject to the satisfaction of the Conditions Precedent, subject to and in accordance with the provisions of Part I of the Agreement set out below.
2.2 The Assignor hereby agrees to assign and transfer the Employees to the Assignee on the Closing date in accordance with the provisions of Part II of the Agreement set out below, and shall cause each of the Employees to execute an Amendment Agreement with the Assignee substantially in the form set out in Schedule B.
2.3 The aggregate consideration for the assignment of the Contracts and Employment Agreement pursuant to Part I and II of this Agreement respectively, shall be as follows–
(i) USD 100,000 to be paid upfront in cash by the Assignee to the Assignor on the Closing, in free and clear funds without any deduction or withholding whatsoever.
2.4 The Assignor shall be entitled to collect the payment directly from the Customers against the bills of Assignor, for the work performed and services rendered by the Assignor to the Customers pursuant to the Contracts up to and including the Closing date.
Assignment and Consideration. In consideration of the payment by the Assignee to the Assignor of the Total Consideration or, if applicable, the Updated Total Consideration (as defined in the SPA) (receipt of which is acknowledged by the Assignor), the Assignor, as beneficial owner, assigns and transfers to the Assignee absolutely all its rights, powers, title, benefits, interests, claims, causes of action, warranties, remedies, security, guarantees, indemnities and covenants for title from time to time in and to the Loan, in each case free from all claims, charges, liens, encumbrances, option and equities of any kind whatsoever, and all other rights exercisable by third parties (including liabilities imposed and rights conferred by or under any enactment). As from the date of this Assignment, the Assignee shall be solely and absolutely entitled to such rights, title, benefits and interests in and to the Loan to the exclusion of the Assignor.
Assignment and Consideration. 2.1 Farmor and Farmee shall be bound by this Agreement as of the date hereof and shall fully perform all of their respective obligations under this Agreement.
Assignment and Consideration. 2.1 The Assignor hereby agrees to assign and transfer the Contracts to the Assignee on the Closing date, free and clear of any mortgage, lien, pledge, security, interest, conditional sales agreement or other encumbrances of any kind whatsoever, subject to the satisfaction of the Conditions Precedent, subject to and in accordance with the provisions of Part I of the Agreement set out below.
2.2 The Assignor hereby agrees to assign and transfer the Employees to the Assignee on the Closing date in accordance with the provisions of Part II of the Agreement set out below, and shall cause each of the Employees to execute an Amendment Agreement with the Assignee substantially in the form set out in Schedule C.
2.3 The Assignor hereby agrees to assign and transfer the lease of the Leased Premises to the Assignee on the Closing date in accordance with Part III of this Agreement set out below, and shall cause the concerned landlord of the Leased Premises to execute an agreement in relation to the assignment of the lease substantially in the form set out in Schedule D.
2.4 The Assignor hereby agrees to sell and transfer the Moveable Fixed Assets to the Assignee on the Closing date, free and clear of any lien, pledge, security, interest, conditional sales agreement or other encumbrances of any kind whatsoever.
2.5 The aggregate consideration for the assignment of the Contracts, Employment Agreement and the Lease Agreement pursuant to Part I, II and III of this Agreement respectively and sell and transfer of Moveable Fixed Assets, shall be as follows–
(i) USD 1.7 million to be paid upfront in cash by the Assignee to the Assignor on the Closing, in free and clear funds without any deduction or withholding whatsoever.
2.6 In addition to the consideration to be paid pursuant to clause 2.5 hereinabove, the Assignee shall make payment of the following amounts to the Assignor, in free and clear funds without any deduction or withholding whatsoever:
2.6.1 Within three (3) business days of Assignee’s receipt of payment from Customer/Consultants against the bills of Assignor, Assignee shall transfer to Assignor the amount actually paid by the Customers/Consultants to the Assignee for the work performed and services rendered by the Assignor to the Contractors/Consultants pursuant to the Contracts. Assignee shall use its best endeavor to recover Assignor’s dues from the Contractors/Consultants. The Assignee shall provide necessary assistance to Assignor for recovery of such dues ...
Assignment and Consideration. In exchange for the Consideration, Vivo hereby transfers and assigns to the Company all right, title and interest in and to the Milestone Payments, including any and all interest, fees, income, payments and other proceeds now or hereafter due or payment with respect to the Milestone Payments, and all claims and cause of action for damages, with the right to xxx for and collect the same for its own use and on behalf of its successors, affiliates, assigns and other legal representatives, and any notification rights related thereto. Vivo acknowledges and agrees that the Consideration represents fair consideration and at least sufficient value for the assignment of such rights hereunder.
Assignment and Consideration. The City agrees to assign one (1) Police Liaison Officer to the School District, on the terms and conditions set forth herein. The officer will be assigned to the School District from the date of approval through the end of the school year for the first year of this Agreement, and for the entire school year for each subsequent year of this Agreement. In consideration, the School District hereby agrees to reimburse the City in an amount equal to 100% of the officer’s current annual base rate of pay (as way of example only, currently $72,030 for the 2020-21 school year). The use of 100% of the officer’s current annual base rate of pay as a reimbursement figure is done in an effort to have an easily verifiable budget figure for both parties, opposed to using a more complicated method of calculating and prorating a percentage of wages plus fringe benefit and other applicable costs and expenses, many of which are subject to greater fluctuation and budget uncertainty from year to year. The parties agree the rate of pay upon which the reimbursement will be based will reflect the officer’s actual rank and salary progression within their collective bargaining agreement, which may change from year to year or even within the year. The annual base rate of pay upon which the reimbursement will be based shall not exceed the maximum for the rank of Corporal. The parties agree the above reimbursement shall be subject to proration in the event the Agreement is suspended or terminated in accordance with Section 6 or 7 of this Agreement. In the event of such a suspension or termination of the Agreement, the School District will be credited and not invoiced for the officer’s bi-weekly, base rate of pay for the period of time the officer was not assigned and providing School Liaison Officer services to the School District. The amount owed to the City by the School District under this Agreement shall be invoiced every three months, with the invoice being payable thirty (30) days from the School District’s receipt of the invoice.
Assignment and Consideration. For valuable consideration, the Assignor hereby assigns, conveys, endorses, sells and transfers, without recourse, warranty or representation whatsoever except as expressly provided herein, to the Assignee, its successors and assigns, all of the Assignor's right, title and interest in and to a promissory note (the "Note") dated September 3, 1998 made by Universal Beverages Holdings Corporation, a Florida corporation ("UBHC") and Universal Beverages, Inc., a Florida company ("UBI") (UBHC and UBI shall be referred to as "Universal") in favor of American in the original principal amount of Five Hundred Thousand Dollars ($500,000), plus all accrued and unpaid interest (the "Loan").
Assignment and Consideration. Assignor hereby transfers, conveys, assigns and delivers to Assignee, absolutely and irrevocably, the Transferred Contract (the “Assignment”). The Assignee hereby represents that it has received good and valuable consideration in connection with the assignment of the Transferred Contract, in a form agreeable to both Assignor and Assignee. In accepting assignment of the Transferred Contract, the Assignee hereby agrees to be bound by and subject to the terms of the Transferred Contract as the “Purchaser” thereunder as if the Assignee were the original signatory thereto.
Assignment and Consideration. FHS assigns to ProWellness all of its right, title and interest in and to the Membership Interest from and after the date of this Assignment. In consideration of this Assignment, ProWellness has agreed to pay FHS the amount of [***] and to assume the rights, liabilities and obligations of FHS as a Member in the Company, including but not limited to the obligations to: (a) pay a "Maximum Mandatory Additional Capital Contribution" of [***], as provided in Section 1(aa) of the First Amendment; and (b) provide guarantees of or collateral for indebtedness of the Company, as provided in Section 1(g) of the First Amendment (collectively, the "Assignment Consideration").
Assignment and Consideration. In consideration of the payment by the Assignee to the Assignor of the Loan Consideration (such capitalised terms as defined in the Sale and Purchase Agreement) (the receipt of which is acknowledged by the Assignor), the Assignor, as beneficial owner, assigns and transfers to the Assignee, on the Full Payment Day (as defined in the Sale and Purchase Agreement) absolutely all its rights, title, benefits and interests in and to the Shareholder’s Loan free from all Encumbrances of any kind whatsoever made or arranged by the Assignor. On the Full Payment Day, the Assignee shall be solely and absolutely entitled to such rights, title, benefits and interests in and to the Shareholder’s Loan to the exclusion of the Assignor.
