ASSIGNMENT OF ASSIGNED INTEREST Sample Clauses

ASSIGNMENT OF ASSIGNED INTEREST. Assignor hereby sells, assigns, transfers, conveys and delivers to Assignee, free and clear from any liens, encumbrances or defects of title, and Assignee hereby accepts, acquires and takes assignment and delivery of, the Assigned Interest, including, but not limited to, all right, title and interest in and to and claims against the properties (real and personal), capital, cash flow distributions, profits and losses of the Partnership relating or allocable to the Assigned Interest.
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ASSIGNMENT OF ASSIGNED INTEREST. Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee, its successors, legal representatives and assigns, the Assigned Interest, TO HAVE AND TO HOLD such Assigned Interest unto Assignee, its successors, legal representatives and assigns, forever. By signing below, all parties consent to the Assignment of the Assigned Interest to Assignee and the admission of Assignee as a member of the Company, and expressly waive any rights they may have under the LLC Agreement, provided that nothing herein shall constitute a waiver of rights between Assignor and Western Water. Following this Assignment, Assignor shall have no further rights or interest in the Company.
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ASSIGNMENT OF ASSIGNED INTEREST. As of the Effective Date (as defined in Section 8 herein), Assignor hereby sells, transfers, conveys and assigns (without recourse and, except as set forth herein, representation or warranty) (collectively, the “Assignment”) to Assignee all of Assignor’s right, title and interest in and to the Interest and of its rights under the Operating Agreement, including, without limitation, all its (a) rights to receive moneys due and to become due under or pursuant to the Operating Agreement, (b) rights to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Operating Agreement, (c) claims for damages arising out of or for breach of or default under the Operating Agreement, and (d) rights to perform thereunder and to compel performance, and otherwise exercise all rights and remedies thereunder. Assignor’s right, title and interest in the Interest and of Assignor’s rights under the Operating Agreement that are being assigned to the Assignee pursuant to this Agreement are hereinafter referred to as the “Assigned Interest”.
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ASSIGNMENT OF ASSIGNED INTEREST. (a) In consideration of the Purchase Price, subject to the terms and provisions of this Agreement, the Seller hereby agrees to irrevocably sell, assign, convey and transfer to Buyer, and the Buyer hereby agrees to accept from the Seller, on the Closing Date, all of the Assigned Interest. NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT IS MADE WITHOUT RECOURSE TO SELLER, OR ANY PAST, PRESENT OR FUTURE AFFILIATE, SUBSIDIARY, PARENT OR PARICIPANT OF THE SELLER; AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THIS AGREEMENT IS MADE BY THE SELLER WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESSED, IMPLIED OR IMPOSED BY LAW, INCLUDING WITHOUT LIMITATION, ANY OF THE WARRANTIES DESCRIBED IN SECTIONS 3-416 AND 3417 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE COMMONWEALTH OF MASSACHUSETTS, WHICH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY THE BUYER. EXCEPT AS SPECIFICALLY SET FORTH IN RECITAL A AND SECTION 8(a) THIS AGREEMENT, SELLER DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND COVENANTS OF EVERY NATURE WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WITH RESPECT TO: MERCHANTABILITY; NEGOTIABILITY; STATE AS A HOLDER IN DUE COURSE; CREDITWORTHINESS OF ANY MAKER; THE COLLECTABILITY OF ANY AMOUNT OWED TO SELLER BY ANY OBLIGOR; THE FINANCIAL CONDITION OF ANY OBLIGOR, ACCOMMODATION PARTY, ENDORSER, GUARANTOR, OR OTHER OBLIGOR UNDER OR WITH RESPECT TO THE LOANS, NOTES OR ANY LOAN DOCUMENT; THE EXISTENCE, CONDITION, HABITABILITY, MERCHANTABILITY, MARKETABILITY, FREEDOM FROM TITLE DEFECTS, OR VALUE OF ANY COLLATERAL FOR THE LOANS, NOTES OR ANY LOAN DOCUMENT; THE VALIDITY, ENFORCEABILITY, ATTACHMENT, PRIORITY OR PERFECTION OF ANY SECURITY INTEREST OR MORTGAGE, OR OTHER LIEN DESCRIBED IN THE LOAN DOCUMENTS; COMPLIANCE OF ANY COLLATERAL WITH ANY LAW, GOVERNMENTAL REGULATION, RESTRICTIVE COVENANT, INCLUDING WITHOUT LIMITATION, ZONING ORDINANCES, BUILDING CODES, HEALTH REGULATIONS, USE AND SET BACK RESTRICTIONS, AND THOSE PERTAINING TO HAZARDOUS, TOXIC OR SIMILAR MATERIALS; EXISTENCES OR NAMED PAYEE OF ANY INSURANCE OR THE VALIDITY OF ANY CERTIFICATE OF INSURANCE WITH RESPECT TO ANY COLLATERAL FOR THE LOANS, NOTES OR ANY LOAN DOCUMENT OR ON THE LIFE OF ANY PERSON LIABLE FOR ANY OBLIGATION UNDER OR WITH RESPECT TO THE LOANS, NOTES OR ANY LOAN DOCUMENT IN ACCORDANCE WITH ITS TERMS OR OTHERWISE; COMPLETENESS OF THE LOAN FILES; AND GENUINENESS AND COMPLETENESS OF ANY ITEM IN THE LOA...
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Related to ASSIGNMENT OF ASSIGNED INTEREST

  • DEED OF ASSIGNMENT/TRANSFER Upon full payment of the TPP and subject to the consent (if applicable) being obtained by the Purchaser from the Developer/Proprietor and other relevant authorities and further subject to Clause 7.2 hereof, the Assignee/Bank and the Purchaser shall observe the following:- 8.1 The Assignee/Bank shall execute or cause to be executed as soon as possible at the Purchaser’s costs and expenses including legal, stamp and registration fees in favour of the Purchaser an Assignment in the form and format duly approved by the Assignee/Bank, of all the rights, title, interest and benefits under the principal Sale and Purchase Agreement entered into between the Developer/Proprietor and the original Purchaser upon the terms and conditions stipulated by the Assignee/Bank at its absolute discretion. Thereafter and upon payment by the Purchaser of all such costs and expenses including the vetting fee of the Assignment, the Assignee/Bank shall deliver to the Purchaser the Assignment duly executed or caused to be executed by the Assignee/Bank, the original of the principal Sale and Purchase Agreement or duplicate copy or certified true copy and the original of the previous Assignment(s) or duplicate copy or certified true copy as in the Assignee/Bank’s possession; 8.2 If the Property is a housing accommodation under the Housing Development (Control and Licensing) (Amendment) Act 2007, the Purchaser shall upon payment of the TPP forward to the Assignee/Bank’s solicitor the following:- a) a letter of undertaking by the Purchaser or the Purchaser’s financier in favour of the Developer to deliver to the Developer the duly stamped assignment within fourteen (14) days after the same has been stamped, and b) the Purchaser’s payment in favour of the Developer of the Purchaser’s portion of the Developer’s outgoings charges pursuant to Clause 13 hereof, or a certified true copy of the Developer’s official receipt evidencing the Purchaser’s payment of the same. 8.3 In the event that the separate document of title or strata title for the Property has been issued whether before, on or after the successful auction sale, the Purchaser shall bear all costs, expenses, levies, penalties and charges relating to stamping and/or registration of the transfer either directly from the Developer and/or Proprietor OR a double transfer where the Developer and/or Proprietor or any relevant authority requires the title to be transferred into the name of the Assignor prior to it being transferred to the Purchaser, all costs, expenses, levies, penalties and charges relating to stamping and/or registration of the transfer into the Assignor’s name shall be borne by the Purchaser.

  • Right of Assignment No consent shall be required pursuant to Clause 17.1 in the case of an assignment by a Party to an Affiliate provided that: (a) the Affiliate is technically capable of performing the Party’s obligations under this Agreement; and (b) the assigning Party shall not be relieved of any obligations that such Affiliate fails to perform.

  • Assignment of Assets Subject to Sections 1.1 and 1.2, Assignor does hereby grant, assign, bargain, sell and transfer to Assignee, its successors and assigns, in trust, for the benefit of all the Assignor’s creditors generally, all of the property and assets of Assignor of every kind and nature wherever situated, whether in possession, reversion, remainder or expectancy, both real and personal, and any interest or equity therein not exempt from the enforcement of a money judgment, including, without limitation, all inventory, merchandise, goods, furniture, fixtures, machinery, equipment, raw materials, work in process, accounts, general intangibles, intellectual property, deposits, books, records, fixtures, cash on hand, bank accounts, tax refunds, all choses in action, insurance policies and refunds and all other property of every kind and nature owned by Assignor, or in which Assignor has an interest (the “Assignment Estate”).

  • Notification of Assignment of Receivables At any time following the occurrence of an Event of Default or a Default, Agent shall have the right to send notice of the assignment of, and Agent's security interest in, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Thereafter, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent's actual collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers' Account and added to the Obligations.

  • Notification of Assignment Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

  • Acceptance of Assignment Assignee hereby accepts the assignment contained in paragraph 1 hereof.

  • Notice of Assignment Upon its receipt of a duly executed and completed Assignment Agreement, together with the processing and recordation fee referred to in Section 10.6(d) (and any forms, certificates or other evidence required by this Agreement in connection therewith), Administrative Agent shall record the information contained in such Assignment Agreement in the Register, shall give prompt notice thereof to Company and shall maintain a copy of such Assignment Agreement.

  • Pledge or Assignment With respect to Contracts that are “electronic chattel paper”, the authoritative copy of each Contract communicated to the Custodian has no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Trust Collateral Agent.

  • Termination of Assignment Citizens and the Firm may each terminate a specific assignment or all assignments held by the Firm, at any time upon advanced written notice. Citizens may also reassign any matter at any time upon advanced written notice.

  • Effect of Assignment Subject to the terms and conditions of this Section 9.6, as of the “Effective Date” specified in the applicable Assignment Agreement: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 9.8) and be released from its obligations hereunder (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising prior to the effective date of such assignment; (iii) the Revolving Commitments shall be modified to reflect the Revolving Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Revolving Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Revolving Loan Notes to Administrative Agent for cancellation, and thereupon Company shall issue and deliver new Revolving Loan Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Revolving Loans of the assignee and/or the assigning Lender.

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