Assignment and Purchase. In consideration of the payment by the Assignee of the entirety of the Purchase Price, the Assignor hereby absolutely, irrevocably and unconditionally sells, assigns, conveys, and transfers to the Assignee all of the rights and interests to the Assigned Debt, including any rights to profits generated through the sale of Borrower’s shares of beneficial interest underlying the Note and the other rights and remedies of Assignor under the Convertible Note Documents, and the Assignee hereby agrees to purchase the Assigned Debt and accept such assignment.
Assignment and Purchase. 2.1. Seller does hereby sell, assign and transfer to Purchaser Seller’s entire right, title and legal and equitable interests in the Assets, including but not limited to, if applicable, the material that constitutes intellectual property.
Assignment and Purchase. (a) Subject to the conditions set forth in Section 10, effective on the Amendment Effectiveness Date, (i) each Assigning Lender hereby sells, assigns and transfers to the Increasing Lenders, without recourse, representation or warranty (other than as expressly set forth below in this paragraph), at face amount, all its Assigned Loans, all interest accrued thereon to the Amendment Effectiveness Date and not yet paid by the Borrower and all its related rights and interests under the Existing Credit Agreement, and (ii) each Increasing Lender hereby purchases and accepts from the Assigning Lenders the Assigned Loans to be purchased by it, all interest accrued thereon to the Amendment Effectiveness Date and not yet paid by the Borrower and all such related rights and interests. The parties hereto acknowledge that each Increasing Lender is purchasing its Assigned Loans and the interest accrued thereon ratably from each Assigning Lender assigning Loans in accordance with the amounts of Loans being sold by such Assigning Lenders and that each Assigning Lender is assigning its Assigned Loans and the interest accrued thereon ratably to each Increasing Lender in accordance with the amounts of Loans being purchased by such Increasing Lenders. Notwithstanding the foregoing, (A) the Existing Lenders shall retain the exclusive right under the Existing Credit Agreement to receive and retain the payments referred to in clauses (a) and (b) of Section 9, and (B) the Departing Lenders shall retain all their rights arising out of the period prior to the Amendment Effectiveness Date under the Existing Credit Agreement in respect of indemnification and expense reimbursement obligations (including under Sections 2.08, 2.10 and 9.03 of the Existing Credit Agreement, each as in effect immediately prior to the Amendment Effectiveness Date), which shall survive the amendment of the Existing Credit Agreement without prejudice to the rights of the Continuing Lenders under the Restated Credit Agreement (including under such Sections). Each Assigning Lender represents to each Increasing Lender that it owns the Loans and related interests being assigned by it hereunder free and clear of any Liens and that it has the power and all requisite authority to effect the assignments provided for herein.
Assignment and Purchase. (a) Subject to the terms and conditions of this Agreement, Lehman hereby agrees xx xxll, transfer and assign to Buyer on the Closing Date, and Buyer hereby agrees to purchase from Lehman on the Closing Xxxx, all of Lehman's rights, title and intxxxxx xx the Assigned Claims in exchange for (i) payment to Lehman of the Purchase Price, (xx) the performance by Buyer of its covenants and obligations under this Agreement, and (iii) the performance by Lehman of its covenants and obligations under this Agreement. Buyer shall pay the first installment of $17,125,000 (the "First Installment Amount") on the date hereof by wire transfer of federal funds to Lehman and a second payment xx $17,125,000 (the "Second Installment Amount"), subject to adjustment as provided below, on the Closing Date by wire transfer of federal funds to Lehman. On the Closing Date, Xxxman shall deliver to Buyex xx Assignment of Claims. The parties acknowledge and agree that Lehman shall not sell, xxxxsfer or assign, and Buyer is not buying, the Lehman Mezzanine Claixx xxx the Lehman DIP Claims.
Assignment and Purchase. Subject to the terms and conditions of this Agreement, Noteholder hereby agrees to sell, transfer and assign to Buyer, and Buyer hereby agrees to purchase from Noteholder on the date hereof, all of Noteholder's rights, title and interest in the Assigned Claims. Buyer shall pay the Purchase Price on the date hereof by wire transfer of federal funds to Noteholder concurrently with the Noteholder delivering to Buyer an Assignment of Claims in the form attached hereto as Exhibit A.
Assignment and Purchase
