Assignment of Notes. Assignor hereby conveys, assigns, transfers, delivers and sets over unto Assignee, and its successors and assigns, all right, title, and interest of Assignor in, to and under the Notes, including without limitation, the obligations to do any and all things which Assignor is or may become obligated to do under the assigned Notes, TO HAVE AND TO HOLD the assigned Notes unto Assignee, and its successors and assigns forever, together with all and singular the rights and appurtenances belonging or pertaining thereto.
Assignment of Notes. The Notes will be fully assignable by Sellers and shall be in such amounts as Sellers may direct, subject to Section 1.2.1.2.
Assignment of Notes. The Purchaser shall be entitled to transfer all or a part of its Notes purchased by it to:
8.2.1 the Initial Permitted Transferee, provided that the Initial Permitted Transferee agrees in writing to be subject to the terms of this Agreement as if it were a Purchaser hereunder. Upon completion of any transfer of Notes to the Initial Permitted Transferee, the Purchaser shall notify the Company in writing of such transfer and, so far as it is able to do so, shall procure that the Initial Permitted Transferee shall deliver evidence in writing of its agreement to be subject to the terms of this Agreement as if it were a Purchaser hereunder; and
8.2.2 one or more affiliated partnerships or funds managed by it or any of their respective directors, officers or partners, subject to the prior written consent of the Company for the first twelve (12) months following the Closing and provided that any such transferee agrees in writing to be subject to the terms of this Agreement as if it were a Purchaser hereunder, provided, in each case, that any such transfer shall be effected in full compliance with all applicable federal and state securities laws, including, but not limited to, the Securities Act and the rules of the SEC promulgated thereunder. For the avoidance of doubt, following the date that is twelve (12) months from the Closing there shall be no restrictions on the transfer of all or part of the Notes by the Purchaser.
Assignment of Notes. Each Purchaser shall be entitled to transfer all or a part of its Notes purchased by it to one or more (i) affiliated partnerships, (ii) funds managed by such Purchaser , (or, in the case of Baytree, the Temasek Group) (iii) investment companies or special purpose vehicles, in each case wholly-owned by such Purchaser (or, in the case of Baytree, the Temasek Group), or (iv) any of the respective directors, officers or partners of an entity listed in (i), (ii), or (iii), subject to the prior written consent of the Company for the first twelve (12) months following the Closing and provided that any such transferee agrees in writing to be subject to the terms of this Agreement as if it were a Purchaser hereunder, provided that any such transfer shall be effected in full compliance with all applicable federal and state securities laws, including, but not limited to, the Securities Act and the rules of the SEC promulgated thereunder. For the avoidance of doubt, following the date that is twelve (12) months from the Closing there shall be no restrictions on the transfer of all or part of the Notes by a Purchaser.
Assignment of Notes. FNF agrees that the notes and other instruments set forth on Exhibit A hereto (the “Notes”) are assets of LFG. FNF hereby assigns, or shall cause its affiliates to assign, and of its rights and interests in the Notes and, except for $267,931 already collected by FNF’s affiliate related to the Notes (which shall be retained by FNF or its affiliate), any proceeds thereof to LFG free and clear of any liens and encumbrances imposed by FNF and its affiliates.
Assignment of Notes. Agent shall have received a collateral ------------------- assignment of the notes set forth on Schedule 7.5 in form and substance ------------ satisfactory to Agent; and
Assignment of Notes. Notwithstanding anything to the contrary herein or in any other Ancillary Agreement, during the Interim Period, one or more of the Sellers and the Recipients shall have the right to contribute and transfer any notes issued by the Company and held by such Person to a holding company in exchange for equity interests in the holding company, with the creation of such holding company by such Sellers and Recipients also expressly permitted hereunder. For purposes of clarity and the avoidance of doubt, such holding company may also admit other members in accordance with the terms of its governing documents. Upon such contribution and transfer, at the Closing, the holding company shall be issued the cash portion of the Purchase Price and the Consideration Shares such contributing Sellers and Recipients would have received at Closing as set forth on Schedule A, including the applicable portion of the Working Capital Escrow Fund and Indemnity Escrow Fund, if and when released, as payment in full for the outstanding balances under such notes. The governing documents of the holding company shall refer to and acknowledge the retention and disbursal (if applicable) of the Consideration Shares in accordance with Schedule 10.3 and the Escrow Agreement. Any such assignment by the Sellers and/or Recipients shall not relieve any such Seller or Recipient from its obligations or liabilities under this Agreement.
Assignment of Notes. Assignor hereby assigns, contributes, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Notes, as a contribution to capital, and Assignee hereby accepts the assignment, transfer, contribution and conveyance of the Note. Assignor and Assignee hereby agree that the Notes shall thereupon be deemed canceled and retired. The parties hereto agree to execute and deliver such further documentation as may be reasonably requested in order to effect the foregoing.
Assignment of Notes. A collateral assignment by Borrower of all intercompany notes payable to Borrower by the Cellular Partnerships, each payable to Borrower and endorsed by Borrower to Administrative Agent on behalf of Banks, containing amortization schedules acceptable to the Banks (each a "Cellular Partnership Promissory Note").
Assignment of Notes. At Closing, Seller deliver to Buyer the original Notes together with an assignment of the Notes, duly executed by Seller, in substantially the form as attached hereto as Exhibit B (“Note Assignment”).
