Assignment of Ownership Interests. Insignia hereby grants, assigns, transfers, conveys and delivers to the Trust, all of Insignia's right, title and interest in and to the Interests free and clear of all liens, encumbrances, security interests and competing claims, other than those contained in the governing documents of the various entities to which the Interests relate (the "GOVERNING AGREEMENTS").
Assignment of Ownership Interests. The Obligations are further secured by one or more Pledge, Assignment and Security Agreements, pursuant to which the owners of each of the Borrowers have assigned to the Administrative Agent for the benefit of the Lenders one hundred percent (100%) of all partnership or member interests in each of the Borrowers.
Assignment of Ownership Interests. The Obligations are further secured by the Pledge, Assignment and Security Agreement pursuant to which SSLII has assigned to Agent, for the ratable benefit of Lenders, one hundred percent (100%) of its ownership interests in Borrower.
Assignment of Ownership Interests. An Assignment of Ownership Interests in the form attached hereto as Exhibit X (an “Assignment”) executed by Contributor with respect to the SPE, absolutely and unconditionally assigning, contributing, transferring, conveying and delivering to Venture good, indefeasible title to and ownership of one hundred percent (100%) of the Ownership Interests in the SPE free and clear of all security interests, liens, charges and encumbrances.
Assignment of Ownership Interests. A counterpart signature page to each of the Assignments executed by Venture.
Assignment of Ownership Interests. If and to the extent Vendor may, under applicable law, be entitled to claim any ownership interest in the Work Product, Vendor hereby transfers, grants, conveys, assigns, and relinquishes exclusively to BUSINESS NAME all right, title, and interest in and to such Work Product, including those under patent, copyright, trade secret, and trademark law, in perpetuity or for the longest period otherwise permitted by law. Vendor shall perform any acts that may be deemed necessary or desirable by BUSINESS NAME to evidence more fully the transfer of ownership of all Work Product to BUSINESS NAME, including the procurement of assignments from employees, contractors or other personnel for the benefit of BUSINESS NAME.
Assignment of Ownership Interests. The sale and transfer of the Ownership Interests will be effected by delivery by the Sellers to Buyer of such instruments of assignment or transfer as Buyer may reasonably request.
Assignment of Ownership Interests. 41 SECTION 3.4 GUARANTIES................................................ 41 SECTION 3.5
Assignment of Ownership Interests. THIS ASSIGNMENT OF OWNERSHIP INTERESTS (the "Assignment") in the partnerships and limited liability companies listed on SCHEDULE 4.5.1 attached hereto (the "Partnerships") is being executed and delivered pursuant to and in accordance with the terms and provisions of that certain Master Agreement dated as of the ____ day of February, 1998, by and among the undersigned (the "Assignor") herein and FAC Properties, L.P. (the "Assignee") and specifically in accordance with Section ___ thereof. For good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Assignor does hereby assign, transfer and convey to Assignee, all of Assignor's interest(s) (the "Ownership Interest(s)") in the Partnerships, which Ownership Interest(s) consist(s) of all of the interest in the profits, losses, distributable cash, and capital together with any and all right, title and interest in any property, both real and personal, to which the Ownership Interest relates and any other rights, interests in, privileges and benefits appertaining thereto, including those provided by the applicable partnership or operating agreement or state law. From and after the date of the Closing (as defined in the Master Agreement) the Assignee shall be entitled to the Assignor's percentage interest in the profits, losses, capital and distributable cash in each of the Partnerships. This Assignment is made subject to all of the terms and conditions of the partnership or operating agreements of each of the Partnerships, as applicable and as amended (the "Partnership Agreement(s)"). Assignor certifies that he, she or it has full power to make this Assignment of each of the Ownership Interests, and that this Assignment is being made in compliance with the applicable Partnership Agreement(s), that the Ownership Interest(s) now assigned, transferred and conveyed are free and clear of all encumbrances (including judgments, liens and claims) and that Assignor owns the listed Ownership Interest(s) and the interest(s) have not otherwise been conveyed, sold, transferred, encumbered, pledged, hypothecated or assigned.
Assignment of Ownership Interests. Notwithstanding the foregoing, by agreement of Buyer and one or more Sellers made on or before the end of the Due Diligence Period, each such Seller shall transfer its ownership interest in each of the Properties to newly formed single purpose entity limited liability companies or other legal entities (collectively, the “Limited Liability Companies”), and the conveyance contemplated hereunder shall be effectuated by the transfer to Buyer (and/or its nominee) of one hundred percent (100%) of the ownership interests in such entities. In such instance, Sellers shall deliver to Buyer all necessary assignments of ownership interests in lieu of the Warranty Deed. In addition, to the extent appropriate, all other documents to be delivered by such Sellers at Closing shall be modified to reflect that Buyer shall be acquiring interests in a Limited Liability Company rather than a conveyance of title to the Properties. Sellers agree to this solely as an accommodation to Buyer and make no statement, representation, or opinion whatsoever as to the tax consequence of the assignment of ownership interests for federal, state or local taxation. Buyer shall execute and deliver at Closing an agreement under which Buyer shall indemnify and hold harmless Sellers from any and all claims, costs, losses, liabilities, or penalties resulting from the transfer of ownership interests in lieu of real property interests, including Sellers’ attorney fees and other costs of defense. The following agreements and representations shall apply, in the event that Buyer elects to purchase or Seller elects to sell ownership interests instead of the Property, as allowed in this Section 6.6:
