Assignment of Transaction Documents Sample Clauses

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. 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. (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. (b) At the Effective Time, and in consideration for the issuance to each Assignor by the Assignee of the Secured Note Conversion Units, in the denominations set forth on Exhibit B hereto, each Assignor will grant, assign, convey, transfer and set over to Assignee, and Assignee will assume and accept, (x) all of such Assignor’s right, title, interest and obligations in, to and under the Notes and all of the other Transaction Documents, and its rights and remedies thereunder, and (y) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other rights Assignor (in its capacity as “Buyer” (as defined in the Note Purchase Agreement)) has against any person, whether known or unknown, arising under or in connection with the Transaction Documents or the loan transactions governed thereby or in any way related to any of the foregoing, including, but not limited to, contract claims, statutory claims and all other claims at law or equity related to the right, title and interest sold and assigned pursuant to clause (x) above (the right, title and interest and claims, suits, causes of action and other rights sold and assigned by the Assignors to the Assignee pursuant to clauses (x) and (y) above being referred to herein collectively as the “Assigned Interest”). Immediately following the initial closing of the Offering, each Assignor shall: (i) deliver to Assignee each of the original Transaction Documents in Assignor’s possession; and (ii) execute any ...
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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 Rivers 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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Related to Assignment of Transaction Documents

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

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

  • Amendments to Transaction Documents Without the consent of the Agent, amend, modify or otherwise change any of the terms or provisions of any Transaction Document other than (i) supplements identifying Solar Loans to be transferred in connection with each transfer of Solar Loans and the related Solar Assets from time to time in accordance with the Sale and Contribution Agreement or this Agreement, (ii) amendments, supplements or other changes in accordance with the terms of the applicable Transaction Document, and (iii) amendments, supplements or other changes with respect to exhibits and schedules to any Transaction Document that would not reasonably be expected to have a material adverse effect on the value, enforceability, or collectability of the Collateral or adversely affect Collections.

  • 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 best execution. In assessing best execution 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. (b) It is understood that the services of the Sub-Adviser are not exclusive, and nothing in this Agreement shall prevent the Sub-Adviser from providing similar services to other investment companies or from engaging in other activities, provided that those activities do not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. The Fund and CSAM further understand and acknowledge that the persons employed by the Sub-Adviser to assist in the performance of its duties under this Agreement will not devote their full time to that service. Nothing contained in this Agreement will be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature, provided that doing so does not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. (c) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in a manner that is fair and equitable, in the judgment of the Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to such other clients. The Fund recognizes that the effect of the aggregation may operate on some occasions to the Fund's advantage or disadvantage. The Sub-Adviser shall provide to CSAM and the Fund all information reasonably requested by CSAM and the Fund relating to the decisions made by the Sub-Adviser regarding allocation of securities purchased or sold, as well as the expenses incurred in a transaction, among the Fund and the Sub-Adviser's other investment advisory clients. (d) In connection with the purchase and sale of securities for the Fund, the Sub-Adviser will provide such information as may be reasonably necessary to enable the custodian and co-administrators to perform their administrative and recordkeeping responsibilities with respect to the Fund.

  • 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.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • As Of Transactions For purposes of this Article M, the term “

  • Validity of Transactions This Agreement, and each document executed and delivered by the Company in connection with the transactions contemplated by this Agreement, including this Agreement, have been duly authorized, executed and delivered by the Company and is each the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor’s rights generally and by general principles of equity.

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