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.
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. 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.
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. 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. In consideration of the payment by the Assignee to (inter alia) the Assignor of the Consideration (as defined in the Sale and Purchase Agreement) (receipt of which is acknowledged by the Assignor), the Assignor, as beneficial owner, assigns and transfers to the Assignee absolutely all his/her/its rights, title, benefits and interests in and to the Loan free from all claims, charges, liens, encumbrances, option and equities of any kind whatsoever. 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. In consideration of $400,000 (the “Purchase Price”), Assignor assigns to Assignee all of the Assignor’s right, title and interest in and to, free and clear of any lien, claim or encumbrance, a $400,000 portion of the Original Promissory Note described in Section 1.1. The assigned portion of the Original Promissory Note shall be evidenced by an Amended and Restated Convertible Note Due May 1, 2024 (the “A&R Note”), in the form attached hereto as Exhibit B.
Assignment and Consideration. 2.1 Subject to the terms and conditions of this Agreement as herein set forth, Farmor will perform, and Farmee will accept, the Assignment. The Assignment shall be conditioned upon: (i) receipt of XXX Approval (as provided in Clause 3.1 of this Agreement), (ii) receipt of the approval of government of the Republic of Korea, and (iii) execution by HAEC of the HAEC Farmout. Items (i), (ii) and (iii) above are referred to herein as the “Conditions.” Within ten (10) Business Days after the Conditions have been satisfied, Farmor shall deliver to a notice to Farmee (the “Approval Notice”) stating that the Conditions have been satisfied and including copies of the documentation evidencing the satisfaction of such Conditions. On the 30th day after receipt of XXX Approval (or the next Business Day thereafter if such day is not a Business Day) (the “Closing Date”) the Farmor shall execute and deliver the Assignment Agreement to Farmee.
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. 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.
