Assignment of Transaction Documents Sample Clauses

Assignment of Transaction Documents. Except for assignments contemplated by this Indenture, the Issuers will not assign their rights under any of the Transaction Documents to which they are a party without the prior written consent of the Majority Noteholders.
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Assignment of Transaction Documents. Except for assignments contemplated by this New Indenture (which shall include any assignments made in connection with any consolidation or merger permitted by Section 7.01(p)), the Issuers will not assign their rights under any of the Transaction Documents (other than the Note Purchase Agreement and the Dealer Manager Agreement) to which they are a party without the prior written consent of the Majority New Holders.
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Assignment of Transaction Documents. Effective as of the Transfer Date, Assignor hereby sells, transfers and assigns to Assignee, and Assignee buys and receives from Assignor, all of Assignor's right, title and interest in and to the Transaction Documents, and all interest accrued thereunder as of the Transfer Date. Except for the representations and warranties specifically set forth in this Agreement, the Transaction Documents are being transferred and sold to Assignee and Assignee acknowledges that Assignee is purchasing and accepting the Transaction Documents, "AS IS", "WITH ALL FAULTS" and "WITHOUT RECOURSE" and without representation or warranty of any type or kind, including specifically, but not limited to, the enforceability or collectability of the Term Loans or the Transaction Documents. Assignor agrees that, upon confirmation by Assignor of receipt of the Purchase Price in good funds, Assignor will: (a) endorse each original Term Note "Pay to the order of Great River Bancshares, Inc. WITHOUT RECOURSE and without warranties express or implied, except as set forth in the Assignment Agreement, dated contemporaneously herewith"; (b) as soon as possible, deliver the original Transaction Documents (as described in Exhibit A hereto>) to Assignee; and (c) be deemed to have consented to Assignee filing UCC Financing Statement Amendments (assigning the applicable UCC Financing Statements to Assignee).
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Assignment of Transaction Documents. (a) Pursuant to Section 17(a) of Annex I to the Repurchase Agreement, GSMC has assigned the Undivided Interest in the Transaction Documents and the Purchased Loans to Commerzbank and Seller hereby acknowledges such assignment and agrees, except as otherwise provided in Sections 3(b), 3(c) and 5 hereof, to recognize Commerzbank as a Buyer under the Transaction Documents with the same rights and obligations as GSMC thereunder. With respect to any New Loan for which a Confirmation shall have been issued, each Buyer shall be obligated to fund only its pro-rata share (based on its percentage of Undivided Interest in the Transaction Documents) of the Purchase Price for such New Loan and, notwithstanding anything to the contrary herein, shall not be obligated to fund the other Buyer's pro-rata share of the Purchase Price.
Sample 1
Assignment of Transaction Documents. (a) Simultaneously with the initial closing of the Offering (the “Effective Time”), and in consideration for the assignment to the Assignee by each Assignor of such Assignor’s Assigned Interest (as defined below), the Assignee will issue to the Assignors Secured Note Conversion Units, each Secured Note Conversion Unit consisting of (i) one (1) Secured Note Conversion Unit Share, and (ii) a Secured Note Conversion Unit Warrant to purchase one (1) Secured Note Conversion Unit Warrant Share for every Secured Note Conversion Unit Share received upon exchange, in the denominations set forth on Exhibit B hereto. The issuance of the Secured Note Conversion Units from the Assignee to the Assignors shall constitute full payment to the Assignors of all amounts due and owing to them under the Notes and other Transaction Documents, and, thereafter, the Assignors shall cease to be the holders of the Notes and shall have no further rights or obligations under the Transaction Documents.
Sample 1

Related to Assignment of Transaction Documents

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Authorization of Transaction Documents The execution, delivery and performance of this Lease and the other Transaction Documents have been duly authorized by all necessary corporate action on the part of Lessee or its Subsidiaries, as the case may be.

  • Conformity of Transaction Documents The Transaction Documents will conform to their descriptions in the Prospectus in all material respects.

  • Delivery of Transaction Documents The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

  • Enforceability of Transaction Documents Each of the Transaction Documents to which it is a party has been duly authorized, executed and delivered by the Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against it in accordance with its terms.

  • Amendments to Transaction Documents On and after the Closing Date, each of the Transaction Documents are hereby amended as follows:

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Compliance with Transaction Documents The Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations under the Transaction Documents.

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