Bills of Sale and Assignment Sample Clauses

Bills of Sale and Assignment. Documents of transfer and assignment, duly executed by Sellers, conveying to Purchasers good and marketable title to all of the US Assets, and documents of assignment, duly executed by Sellers, conveying to Purchasers all of Sellers' right, title and interest in and to all of the HK Assets, other than those HK Assets, title to which is transferred by delivery of possession under Section 6.2(b), subject only to Permitted Liens and the Assumed Liabilities.
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Bills of Sale and Assignment. Each Seller shall have delivered to Purchaser bills of sale, patent and trademark assignments and such other assignments, endorsements and other good and sufficient instruments and documents of conveyance and transfer as shall be necessary to transfer and assign the Purchased Assets to the Purchaser or its designated Affiliate.
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Bills of Sale and Assignment. With respect to each Property, a xxxx of sale and general assignment substantially in the form attached hereto as Exhibit B conveying the Personal Property relating to such Property to Buyer.
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Bills of Sale and Assignment. JWE Management shall deliver to the Buyers a duly executed Xxxx of Sale and Assignment, conveying to AIMCO OP the Management Company Assets (other than the Boat), free and clear of all liens and encumbrances, other than Permitted Encumbrances. JWE Management shall deliver to the Buyers a duly executed Xxxx of Sale and Assignment, conveying to AIMCO/XXX the Boat, free and clear of all liens and encumbrances, other than Permitted Encumbrances. JWE Development shall deliver to the Buyers a duly executed Xxxx of Sale and Assignment, conveying to AIMCO OP all Personal Property and Intangible Property included in the Brentwood Apartments, in each case, free and clear of all liens and encumbrances, other than Permitted Encumbrances. JWE Development shall deliver to the Buyers a duly executed Xxxx of Sale and Assignment, conveying to AIMCO/XXX all Personal Property and Intangible Property included in the Weslayan Condominiums II, in each case, free and clear of all liens and encumbrances, other than Permitted Encumbrances. JWE Investments shall deliver to the Buyers a duly executed Xxxx of Sale and Assignment, conveying to AIMCO/XXX all Personal Property and Intangible Property included in the Xxxxxx Xxxxx Townhomes, in each case, free and clear of all liens and encumbrances, other than Permitted Encumbrances. JWE Investments shall deliver to the Buyers duly executed counterparts of a Xxxx of Sale and Assignment, conveying to AIMCO/XXX all Personal Property and Intangible Property included in the Nine Oaks Condominiums, in each case, free and clear of all liens and encumbrances, other than Permitted Encumbrances.
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Bills of Sale and Assignment. Bills of Sale and Assignment" means bills of sale and assignment documenting the contribution of certain assets by Response and BKR as capital to the Company, as attached as Exhibit A.
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Bills of Sale and Assignment. With respect to each Property, a xxxx of sale and general assignment substantially in the form attached hereto as Exhibit B conveying the Personal Property relating to such Property to Buyer. Buyer’s Legal Costs: Collectively, the legal fees, expenses and disbursements to counsel incurred by Buyer in connection with the preparation and negotiation of this Agreement, the other Transaction Documents and the Exhibits hereto and thereto and the Related Contract of Acquisition and the Exhibits thereto, the review of diligence materials, documents and other information relating to the Property, the Related Properties and the consummation of the transactions contemplated hereunder and under the Related Contract of Acquisition and the Exhibits hereto and thereto. As used herein, legal fees and expenses shall include outside legal fees and expenses. For purposes of the foregoing, outside legal fees for attorney time shall be billed at the normal hourly rate charged by Buyer’s counsel.
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Bills of Sale and Assignment. Simultaneously with the Closing, the Seller Group will deliver, if applicable, to the Purchaser or its designee(s), Bills of Sale in the form attached hereto as EXHIBIT E, an Assignment and Assumption Agreement in the form attached hereto as EXHIBIT F, and other transfer documents which will be sufficient to vest good and valid title to the tangible Transferred Assets free and clear of any and all Liens.
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Related to Bills of Sale and Assignment

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • SUB-CONTRACTING AND ASSIGNMENT 18.1 Subject to clause 18.3, neither party shall assign, novate, subcontract or otherwise dispose of any or all of its rights and obligations under this agreement without the prior written consent of the other party, neither may the Supplier sub-contract the whole or any part of its obligations under this agreement except with the express prior written consent of the Authority, such consent not to be unreasonably withheld. 18.2 In the event that the Supplier enters into any Sub-Contract in connection with this agreement it shall: (a) remain responsible to the Authority for the performance of its obligations under the agreement notwithstanding the appointment of any Sub-Contractor and be responsible for the acts omissions and neglects of its Sub-Contractors; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this agreement and shall procure that the Sub-Contractor complies with such terms; and (c) provide a copy, at no charge to the Authority, of any such Sub-Contract on receipt of a request for such by the Authority’s Authorised Representative. 18.3 The Authority shall be entitled to novate (and the Supplier shall be deemed to consent to any such novation) the agreement to any other body which substantially performs any of the functions that previously had been performed by the Authority.

  • SUBLEASING AND ASSIGNMENT The Sublessee may not lease, sublease, or assign the Premises without the prior written consent of the Sublessor.

  • Subcontracts and Assignment Contractor shall not subcontract, assign, delegate, or transfer any of its duties, rights, or interests under this Contract without the prior written consent of District. District may withhold such consent for any or no reason. If District consents to an assignment or subcontract, then in addition to any other provisions of this Contract, Contractor shall require any permitted subcontractor to be bound by all the terms and conditions of this Contract that would otherwise bind Contractor. The parties agree that any such subcontracts shall be construed as matters solely between the Contractor and its subcontractor and shall have no binding effect on District.

  • SUBCONTRACT AND ASSIGNMENT This Agreement binds the heirs, successors, assigns and representatives of the Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Agreement and shall not assign this Agreement or monies due or to become due, without the prior written consent of the General Manager of the Agency or his designee, subject to any required state or federal approval. (Note: list any subcontractors here)

  • SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

  • Sale and Assignment of Master Servicing The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddxx Xxx; (x) shxxx xxxe a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

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