Closing; Assignment Clause Samples
The "Closing; Assignment" clause defines the procedures and conditions under which the finalization of a transaction (the closing) occurs and addresses the parties' rights to transfer their interests or obligations under the agreement (assignment). Typically, this clause outlines the specific actions, documents, and deliverables required at closing, such as payment of the purchase price or transfer of ownership, and sets forth whether and how a party may assign its rights or delegate its duties to another entity, often requiring prior written consent. Its core function is to ensure a clear, orderly completion of the transaction and to control changes in the parties involved, thereby reducing uncertainty and protecting the interests of all parties.
Closing; Assignment. Conveyance of Receivables and First Step Transferred Property to the Issuing Entity. The transfer of the Receivables contemplated by this Agreement shall take place at Carvana Headquarters, on the date hereof. This Agreement may not be assigned by the Purchaser or the Seller except as contemplated by this Section 4.7. The Seller acknowledges that the Purchaser (or any permitted assign) may, pursuant to certain agreements, assign and convey the Receivables and the other First Step Transferred Property, together with its rights under this Agreement, to the Issuing Entity under the Receivables Transfer Agreement and the Second Step Receivables Assignment (as defined in the Receivables Transfer Agreement) and that the Issuing Entity may make further assignments, conveyances and pledges of such rights and assets to other Persons pursuant to the Indenture and the Receivables Contribution Agreement and that the Grantor Trust may make further assignments, conveyances and pledges pursuant to the Receivables Contribution Agreement and the Indenture. The Seller acknowledges and consents to such assignments and pledges and waives any further notice thereof. Additionally, the Seller acknowledges that the Grantor Trust may assign the representations and warrants set forth in Section 3.1(b) to any Charged-Off Receivables Purchaser with respect to the sale of Charged-Off Receivables pursuant to a Forward Commitment Transfer.
Closing; Assignment. 15 SECTION 3.1 The Closing.............................................15
Closing; Assignment. 13 Section 3.1 The Closing............................................... 13 ARTICLE IV................................................................. 14
Closing; Assignment