Assignment of Purchase and Sale Agreement Sample Clauses

Assignment of Purchase and Sale Agreement. Purchaser shall assign its interest in this Agreement to the Partnership and the Partnership shall assume all of Purchaser’s obligations hereunder, pursuant to the Assignment of Purchase Agreement.
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Assignment of Purchase and Sale Agreement. (a) Vanguard Permian hereby grants, assigns, conveys, transfers, delivers and sets over to Vanguard Operating all of Vanguard Permian’s right, title and interest in and to the Purchase and Sale Agreement and all documents delivered or to be delivered thereunder. (b) Vanguard Operating hereby assumes all obligations, covenants and liabilities of Vanguard Permian arising under the Purchase and Sale Agreement, subject to the terms and conditions of the Purchase and Sale Agreement and the parties hereto acknowledge and agree that all references in the Purchase and Sale Agreement to Vanguard Permian and/or “Purchaser” shall be deemed references, for all purposes to Vanguard Operating. (c) Vanguard Permian and Vanguard Operating acknowledge and agree that pursuant to the Purchaser and Sale Agreement certain notices were sent by Seller to holders of consents or preferential rights to purchase, and such notices described the transactions under the Purchase and Sale Agreement as between Seller and Vanguard Permian. VANGUARD PERMIAN AND VANGUARD OPERATING EACH HEREBY RELEASE SELLER FROM AND WAIVE ANY CLAIMS RELATING TO SUCH NOTICES AND/OR THE CONSENTS OR WAIVERS OBTAINED IN CONNECTION THEREWITH, TO THE EXTENT SUCH CLAIMS RELATE TO THE FACT THAT SUCH NOTICES REFER TO VANGUARD PERMIAN AND/OR MAKE NO REFERENCE TO VANGUARD PERMIAN.
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Assignment of Purchase and Sale Agreement. Buyer has notified Seller of its intent to assign the Agreement to AmREIT Riverwalk, L.P. at Closing pursuant to an Assignment of Purchase and Sale Agreement, a draft of which has been delivered to and approved by Seller. Seller acknowledges that the required five day notice period in Section 22 of the Agreement is hereby waived by Seller and Seller waives any and all rights of Seller to object to such assignment based on Buyer’s failure to give a five day notice of such assignment prior to Closing.
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Assignment of Purchase and Sale Agreement. Originator hereby acknowledges that on the date hereof Buyer has assigned all of its right, title and interest in, to and under this Agreement to the Agent for the benefit of the Buyer pursuant to the Second Tier Agreement and that the Agent and the Buyer are express third party beneficiaries hereof. Originator hereby further acknowledges that after the occurrence of the Termination Date all provisions of this Agreement shall inure to the benefit of the Agent and the Buyer, including the enforcement of any provision hereof to the extent set forth in the Second Tier Agreement, but that neither the Agent nor the Buyer shall have any obligations or duties under this Agreement. Originator hereby further acknowledges that the execution and performance of this Agreement are conditions precedent for the Agent and the Buyer to enter into the Second Tier Agreement and that the agreement of the Agent and Buyer to enter into the Second Tier Agreements will directly or indirectly benefit Originator and constitutes good and valuable consideration for the rights and remedies of the Agent and the Buyer with respect hereto.
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Assignment of Purchase and Sale Agreement. Purchaser shall assign its interest in this Agreement to the Partnership and Holdco LP, and the Partnership and Holdco LP shall assume all of Purchaser’s obligations hereunder, pursuant to the Assignment of Purchase Agreement.
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Related to Assignment of Purchase and Sale Agreement

  • Agreement of Purchase and Sale In accordance with the terms and conditions of this agreement, Seller agrees to sell the Ownership Interests in the Asset to Purchaser, and Purchaser agrees to purchase the Ownership Interests in the Asset from Seller.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Terms of Purchase and Sale a. For residential customers, the RFG capacity may not exceed twenty (20) kilowatts alternating current, and for non-residential customers, the RFG capacity may not exceed one (1) megawatt alternating current. The total connected capacity of all generators shall not exceed 1.0% of the Cooperative’s Virginia peak-load forecast for the previous year. b. For general purposes, the Customer’s tariff shall be that tariff under which Customer would be served if Customer were not a net energy metering customer (the Customer’s standard tariff). Time-of-use net metering is not permitted under an electricity supply service tariff having no demand charges. c. Over the Billing Period, electricity generated by Customer’s RFG shall be metered and shall be netted against the electricity supplied to Customer by Cooperative. Customer shall receive a Billing Period Credit in any Billing Period in which the quantity of electricity generated and fed back into the electric grid by Customer’s RFG exceeds the electricity supplied to Customer for the Billing Period. d. For any Billing Period in which generation exceeds consumption, producing a Billing Period Credit, the monthly charge shall be based only on the fixed charges of Customer’s standard tariff. Customer must pay only the nonusage sensitive charges for any Billing Period in which a Billing Period Credit exists. If Customer is under a time-of-use tariff with net metering, Excess Generation is determined separately for each time-of-use tier. Customer must pay only the demand charges and the nonusage sensitive charges in any Billing Period when there are credits in all tiers for that Billing Period. e. Billing Period Credits will be carried forward and applied to offset future consumption charges within the Net Metering Period. Billing Period Credits shall be accumulated, carried forward, and applied at the first opportunity to any Billing Periods having positive net consumptions (by tiers, in the case of time-of-use customers). f. Customer shall be solely responsible for complying with any and all other requirements of federal, state, or local law or regulation regarding the operation or maintenance of its RFG. Cooperative shall not be responsible for any additional costs related to ensuring the RFG’s compliance with any legal or regulatory requirements.

  • EXECUTION OF PURCHASE AND SALE ORDERS In connection with purchases or sales of portfolio securities for the account of the Fund, it is understood that you will arrange for the placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by you, subject to review of this selection by the Board from time to time. You will be responsible for the negotiation and the allocation of principal business and portfolio brokerage. In the selection of such brokers or dealers and the placing of such orders, you are directed at all times to seek for the Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. You should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In seeking best qualitative execution, you are authorized to select brokers or dealers who also provide brokerage and research services to the Fund and/or the other accounts over which you exercise investment discretion. You are authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you determine in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or your overall responsibilities with respect to the Fund and to accounts over which you exercise investment discretion. The Fund and you understand and acknowledge that, although the information may be useful to the Fund and you, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, you may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the provisions of the 1940 Act, and other applicable law, you, any of your affiliates or any affiliates of your affiliates may retain compensation in connection with effecting the Fund's portfolio transactions, including transactions effected through others. If any occasion should arise in which you give any advice to clients of yours concerning the shares of the Fund, you will act solely as investment counsel for such client and not in any way on behalf of the Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to others, including other registered investment companies.

  • Execution of Purchase Agreement The successful bidder has earned the right to make an offer to the Seller; no sale has been completed. The bidder will be required to execute an Irrevocable Real Estate Purchase Agreement immediately following the close of the auction and provide the required Xxxxxxx Money within 24 hours to the Seller in a check payable to Ness Bros. Xxxxx’s offer expires 11:59 P.M. (local time) 7 days after the online auction date, unless Seller timely accepts it; the Xxxxxxx Money will be returned if Seller does not accept the successful bid as a primary or secondary offer, subject to any required approvals. --- TAXES: The real estate taxes shall be prorated. Seller shall pay real estate taxes which are payable during the year in which Closing occurs, and taxes payable during the succeeding year, prorated to the date of Closing. Buyer shall assume and pay all subsequent taxes. If at the time of Closing the tax bill for the Real Estate for the succeeding year has not been issued, taxes payable shall be computed based on the last tax bill available to the closing agent. The succeeding year’s tax bill, because of recently constructed improvements, annexation, reassessment, or similar items may greatly exceed the last tax bill available to the closing agent. --- POSSESSION: The possession of the Property shall be Upon Closing of Property, subject to tenant’s rights, by 5:00 P.M.

  • Sale Agreement The Sale Agreement is the only agreement pursuant to which the Seller purchases Collateral.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Purchase and Conveyance The Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, on a servicing released basis. With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

  • Co-Sale Agreement The Co-Sale Agreement shall have been executed and delivered by the parties thereto.

  • Receivables Purchase Agreement The Receivables Purchase Agreement is supplemented by the addition of the following terms as Section 2.3(d):

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