Collateral Assignment of Purchase Agreement Sample Clauses

Collateral Assignment of Purchase Agreement. The Collateral Assignment of Purchase Agreement executed by the Borrower in favor of Agent for the benefit of Lenders in respect of the Purchase Agreement and the Purchase Agreement Guaranty, which shall be in form and substance satisfactory to Agent.
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Collateral Assignment of Purchase Agreement. A Collateral Assignment of Contract Rights from AmWINS Holdings, LLC, a Delaware limited liability company, with respect to the Purchase Agreement.
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Collateral Assignment of Purchase Agreement. The --------------------------------------------- Collateral Assignment of Purchase Agreement, duly executed by Borrower, and the Consent to Collateral Assignment of Purchase Agreement, duly executed by NORTEL;
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Collateral Assignment of Purchase Agreement. As collateral security for all obligations of Assignor under this Agreement, Assignor hereby assigns, transfers and sets over to Assignee all of Assignor’s rights and claims, but not its obligations unless expressly assumed in writing by Assignee, under the Purchase Agreement, provided that and so long as Assignee is not in default beyond any applicable notice, cure, and/or grace periods. The rights assigned hereunder include, and are not limited to, any and all rights and rights of enforcement of Assignor regarding warranties, representations, covenants and indemnities made by Seller under the Purchase Agreement. Upon the occurrence and during the continuance of a default by Assignor hereunder, provided that and so long as Assignee is not in default beyond any applicable notice, cure, and/or grace periods, Assignee may enforce, either in its own name or in the name of Assignor, all rights of Assignor under the Purchase Agreement, including, without limitation, to (i) bring suit to enforce any rights under the Purchase Agreement, (ii) compromise or settle any disputed claims as to rights under the Purchase Agreement, (iii) give releases or acquittances of rights under the Purchase Agreement, and/or (iv) do any and all things necessary, convenient, desirable or proper to fully and completely effectuate the collateral assignment of the rights under the Purchase Agreement pursuant hereto. Subject to Assignee’s performance of its obligations and so long as Assignee is not in default hereunder beyond any applicable notice, cure, and/or grace periods, Assignor hereby constitutes and appoints Assignee or Assignee’s designee as Assignor’s attorney-in-fact with full power in Assignor’s name, place and stead to do or accomplish any of the aforementioned undertakings upon the occurrence and during the continuance of a default hereunder and to execute such documents or instruments in the name or stead of Assignor as may be necessary, convenient, desirable or proper in Assignee’s sole discretion upon the occurrence and during the continuance of a default by Assignor hereunder. The aforementioned power of attorney shall be a power of attorney coupled with an interest and be irrevocable provided that and so long as Assignee is not in default beyond any applicable notice, cure, and/or grace periods. In the event any action is brought by Assignee to enforce any rights under any of the Purchase Agreement, Xxxxxxxx agrees to fully cooperate with and assist Assignee in the pr...
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Collateral Assignment of Purchase Agreement. The Borrower shall assign to Lender and grant a security interest to Lender in all purchase agreements related to the Mortgaged Property (the “Collateral Assignment of Purchase Agreement”).
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Collateral Assignment of Purchase Agreement. The Collateral ------------------------------------------- Assignment of Purchase Agreement, duly executed by the applicable Borrowers, and the Consent to Collateral Assignment of Purchase Agreement, duly executed by NTI;
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Related to Collateral Assignment of Purchase Agreement

  • Amendment of Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • Collateral Assignment The Owner may assign this contract as collateral security. The Company is not responsible for the validity or effect of a collateral assignment. The Company will not be responsible to an assignee for any payment or other action taken by the Company before receipt of the assignment in writing at its Home Office. The interest of any beneficiary will be subject to any collateral assignment made either before or after the beneficiary is named. A collateral assignee is not an Owner. A collateral assignment is not a transfer of ownership. Ownership can be transferred only by complying with Section 8.2.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • 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. Buyer's offer expires 11:59 P.M. (local time) seven 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 xxxx for the Real Estate for the succeeding year has not been issued, taxes payable shall be computed based on the last tax xxxx available to the closing agent. The succeeding year’s tax xxxx, because of recently constructed improvements, annexation, reassessment, or similar items may greatly exceed the last tax xxxx available to the closing agent. --- GUARANTY: Any individual submitting a bid or signing the Purchase Agreement on behalf of any entity agrees to be individually bound by all these terms and conditions and individually responsible for payment of the Xxxxxxx Money and the balance due.

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

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

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