Assignment and Purchase Sample Clauses

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.
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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 Assigned Assets, including but not limited to, if applicable, the material that constitutes intellectual property. 2.2. This assignment and purchase includes the rights of Seller to apply for registration of rights in the Software or in any other subject matter in the Assigned Assets, to renew or extend such registrations, and to xxx for all past infringements or violations of the rights in the Software and in the Assigned Assets, if applicable and subject to applicable law. 2.3. Except as expressly provided to the contrary in this Agreement, including, without limitation, with regard to the Purchase Price payable to Seller pursuant to Section 2.4, by this assignment and purchase, Seller renounces and waives any and all rights it may have to limit the use, distribution, modification, licensing, or sale any of the subject matter of the intellectual property for the Assigned Assets by Purchaser or its licensees, successors, or purchasers, or to receive any compensation whatsoever by reason of any use, distribution, modification, licensing or sale of the subject matter for the Assigned Assets by Purchaser, its licensees, successors or purchasers. Until the Consideration is paid in full by Purchaser to Seller as outlined in Section 3 below, if Purchaser sells or licenses the Assigned Assets before said Consideration is paid in full – Purchaser will be obligated to accelerate all money payments of the Consideration until it is paid in full pursuant to the remuneration Purchaser receives from any sale or license it conducts. 2.4. The assignment and purchase under this Agreement is intended to be and is an absolute sale and assignment of all right, title, and interest of Seller in and to the Assigned Assets. This Assignment is not executed as a security in any respect. As of the Effective Date, Purchaser shall be the sole and lawful owner of the interest in and to the Assigned Assets and shall have all rights of Seller in relation to the Software in particular and Assigned Assets in general.
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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.
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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. (b) The Purchase Price shall be adjusted upward, and the Second Installment Amount increased, by the following amounts: (i) 8% of the amount in excess of $35,000,000.00 and less than $37,000,000.01 that is paid to the Debtors by Buyer for the Purchased Assets (as defined in the Asset Purchase Agreement) and (ii) 12% of the amount in excess of $37,000,000.00 that is paid to the Debtors by Buyer for the Purchased Assets. To the extent that amounts are paid to the Debtors after the APA Closing Date that result in an upward adjustment to the Purchase Price under clause (i) or (ii), above, such additional Purchase Price amount shall be paid promptly by Buyer to Lehman, by wire transfer of federal funds. (c) In the event that Buyer is the purchaser of the Purchased Assets, then to the extent that such amounts are not paid to Buyer by wire transfer of federal funds or by cashiers check at the closing of the Asset Purchase Agreement by, in the case of (i) and (ii), the Escrow Agent, and in the case of (iii) through (v), the Debtors, but are only used as an offset against the purchase price paid by Buyer for the Purchased Assets, then the Purchase Price shall be adjusted downward, and the Second Installment Amount decreased, by the following amounts: (i) the Deposit (as defined in the Asset Purchase Agreement); (ii) (A) the Gift Certificate Escrowed Amount and (B) the General Escrowed Amount (both as provided i...
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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.
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Assignment and Purchase 
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Related to Assignment and Purchase

  • Assignment and Conveyance 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

  • ASSIGNMENT AND SUB-LETTING Tenant shall not assign this Agreement, or sub-let or grant any license to use the Premises or any part thereof without the prior written consent of Landlord. A consent by Landlord to one such assignment, sub-letting or license shall not be deemed to be a consent to any subsequent assignment, sub-letting or license. An assignment, sub-letting or license without the prior written consent of Landlord or an assignment or sub-letting by operation of law shall be absolutely null and void and shall, at Landlord's option, terminate this Agreement.

  • Assignment; Amendment This Agreement may not be assigned by any party hereto without the prior express written consent of all other parties. This Agreement may not be amended except by the express written consent of all parties hereto.

  • Assignment and Amendment This Agreement may not be assigned by the Subadviser, and shall automatically terminate, without the payment of any penalty, in the event: (a) of its assignment, including any change in control of the Adviser or the Subadviser which is deemed to be an assignment under the 1940 Act, or (b) that the Advisory Agreement is assigned or terminates for any reason. Trades that were placed prior to such termination will not be canceled; however, no new trades will be placed after notice of such termination is received. Termination of this Agreement shall not relieve the Adviser or the Subadviser of any liability incurred hereunder. The terms of this Agreement shall not be changed unless such change is agreed to in writing by the parties hereto and is approved by the affirmative vote of a majority of the Trustees of the Trust voting in person, including a majority of the Trustees who are not interested persons of the Trust, the Adviser or the Subadviser, at a meeting called for the purpose of voting on such change, and (to the extent required by the 0000 Xxx) unless also approved at a meeting by the affirmative vote of the majority of outstanding voting securities of the Fund.

  • Transfer, Amendment and Assignment No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").

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

  • The Assignment On or prior to the Purchase Date, World Omni will execute and deliver the RPA Assignment.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • Assignment and Succession The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon its respective successors and assigns, and the Executive’s rights and obligations hereunder shall inure to the benefit of and be binding upon his Designated Successors. The Executive may not assign any obligations or responsibilities he has under this Agreement.

  • 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.

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