Conveyance and Assignment of Assets Sample Clauses

Conveyance and Assignment of Assets. ELPC hereby grants, conveys, assigns, transfers, bargains and delivers unto ELHC and its successors and assigns, all of ELPC's right, title and interest in and to the accounts receivable and all other current assets of ELPC together with copies of records maintained by ELPC pertaining to any of the foregoing assets, properties and rights described in this Paragraph 1 (collectively, the "Conveyed Assets") such grant, conveyance, assignment and transfer is made without recourse or any representations or warranties regarding the Conveyed Assets including, the condition, collectability and adequacy thereof.
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Conveyance and Assignment of Assets. On the Closing Date, POLLC hereby conveys, assigns, transfers and delivers to Durata and its successors and assigns, FOREVER, all of POLLC’s right, title and interest in, to and under the Assigned Assets.
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Conveyance and Assignment of Assets. Subject to the terms of the Contribution Agreement, Transferors hereby sells, assigns, conveys, transfers and delivers unto Recipient and its successors and assigns the Contributed Assets. TO HAVE AND TO HOLD the Contributed Assets unto Recipient and its successors and assigns forever, together with all and singular the rights and appurtenances belonging or pertaining thereto; subject to the terms and limitations of the Contribution Agreement, and Transferors hereby binds themselves and their respective successors and assigns to warrant and forever defend all and singular the title to the Contributed Assets unto Recipient, its successors and assigns from all claims that would constitute a breach of a representation or warranty under the Contribution Agreement subject to the terms and limitations of the Contribution Agreement. Contribution Agreement (NRG) Exhibit B — Form of Contribution and Assumption Agreement
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Conveyance and Assignment of Assets. Grand Gulf hereby grants, conveys, assigns, transfers, bargains and delivers unto JEDI and its successors and assigns, all its right, title and interest in and to (i) the Purchase Agreement between Sheridan and Grand Gulf dated as of December 31, 1997 (the "Purchase Agreement"), (ii) Registration Rights Agreement among Grand Gulf, JEDI Hydrocarbon Investments I Limited Partnership, a Delaware limited partnership, Enron Capital & Trade Resources Corp., a Delaware corporation, and Sheridan dated as of December 31, 1997 (the "Rights Agreement") and (iii) Warrant Agreement between Grand Gulf and Sheridan dated as of December 31, 1997 (the "Warrant Agreement" and together with the Rights Agreement and the Purchase Agreement, are collectively referred to herein as, the "Agreements").
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Conveyance and Assignment of Assets. On the Closing Date, Seller will cause all Pfizer subsidiaries in possession of the Inventory as of the Closing Date, including but not limited to [***] (each a “Pfizer Subsidiary” and collectively, the “Pfizer Subsidiaries”), to convey, assign and transfer to Conatus and its successors and permitted assigns, forever, all of the Pfizer Subsidiaries’ right, title and interest in, to and under the Inventory. Each of the Pfizer Subsidiaries will transfer to Conatus the quantities of Inventory it has on hand at the time of shipment. The quantities listed on Schedule 1 and Schedule 2 are estimated quantities and regardless of whether the Pfizer Subsidiaries ship more or less than such quantities, the terms of this Agreement remain unchanged by such variations in the Inventory quantity. Within [***] days following the Closing Date, Pfizer Subsidiaries will package and ship all of the Inventory Ex Works (Incoterms 2000) to an address designated by Conatus not later than [***] days following the Closing Date. Conatus will bear all reasonable costs and expenses incurred by Pfizer Subsidiaries and Seller after the Execution Date related to packaging and shipping the Items pursuant to this Section 2. Conatus is responsible for the payment of any value added taxes (subject to a valid value added taxes invoice being issued to Conatus) or similar taxes, charges, duties, fees, levies or other assessments required to be paid at the time of shipment. Seller and the Pfizer Subsidiaries *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. shall use their reasonable efforts to minimize any such value added taxes and similar taxes, charges, duties, fees, levies or other assessments. If so requested by any of the Pfizer Subsidiaries or Seller in writing, Conatus will provide such Pfizer Subsidiary or Seller, as the case may be, with a purchase order for the Inventory prior to shipment.
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Conveyance and Assignment of Assets. Seller has granted, conveyed, sold, assigned, transferred, bargained and delivered, and hereby grants, conveys, sells, assigns, transfers, bargains and delivers, unto Buyer and its successors and assigns, the assets, properties and rights described on Exhibit B attached hereto (the “Assets”) and incorporated herein, all such Assets being hereby conveyed free and clear of any lien, claim, encumbrance, charge, option or restriction of any nature whatsoever. TO HAVE AND TO HOLD, against each and every person or persons claiming or asserting any claim against any or all of the same, the assets, properties and rights granted, conveyed, sold, assigned, transferred, bargained and delivered pursuant to the preceding provisions of this Section 1 to Buyer and its successors and assigns, forever.
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Conveyance and Assignment of Assets. Seller hereby grants, sells, transfers, conveys, assigns, licenses, sets over and delivers to Purchaser all of Seller’s right, title and interest in, to and under all of the Assets (as defined in the Asset Purchase Agreement), free and clear of all liens and encumbrances except for the Permitted Liens, and Purchaser hereby purchases and receives from Seller all right, title and interest of Seller in the Assets.
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Conveyance and Assignment of Assets. Subject to the terms of the Purchase Agreement, Seller hereby sells, assigns, conveys, transfers and delivers unto, without reservation, BBB all of its right, title and interest in and to each of the Purchased Assets, which are more particularly described on Schedule I. TO HAVE AND TO HOLD the Purchased Assets and its successors and assigns (which may include BBG) forever, together with all and singular the rights and appurtenances belonging or pertaining thereto; and, subject to the terms of the Purchase Agreement, Seller hereby binds itself and its successors and assigns to warrant and forever defend all and singular the title to the Purchased Assets, as applicable, unto BBB and its successors and assigns (which may include BBG) from all claims. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be construed as conveying any right, title or interest in or to any of the Excluded Assets.
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Related to Conveyance and Assignment of Assets

  • 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.

  • Assignment of Assets Subject to Sections 1.1 and 1.2, Assignor does hereby grant, assign, bargain, sell and transfer to Assignee, its successors and assigns, in trust, for the benefit of all the Assignor’s creditors generally, all of the property and assets of Assignor of every kind and nature wherever situated, whether in possession, reversion, remainder or expectancy, both real and personal, and any interest or equity therein not exempt from the enforcement of a money judgment, including, without limitation, all inventory, merchandise, goods, furniture, fixtures, machinery, equipment, raw materials, work in process, accounts, general intangibles, intellectual property, deposits, books, records, fixtures, cash on hand, bank accounts, tax refunds, all choses in action, insurance policies and refunds and all other property of every kind and nature owned by Assignor, or in which Assignor has an interest (the “Assignment Estate”).

  • 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.

  • 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.

  • Succession and Assignment This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.

  • Transfer and Assignment Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (A) Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable to the assignor or transferor immediately before the assignment or transfer, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount, except to the extent that such additional amount was not payable by the assignor or transferor immediately before the assignment or transfer, in either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. 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; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Sale and Assignment of Master Servicing Rights The Master Servicer may sell, assign or delegate its rights, duties and obligations as Master Servicer under this Agreement in their entirety; provided, however, that: (i) the purchaser or transferee accepting such sale, assignment and delegation (a) shall be a Person qualified to service mortgage loans for Fannie Mae or Freddie Mac; (b) shall have a net worth of not less than $00,000,000 (uxxxxx xtherwise 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, from and after the effective date of such assumption agreement or delegation; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and shall confirm in writing to the Master Servicer and the Trustee that any such sale, assignment or delegation would not result in a withdrawal or a downgrading of the rating on any Class of Certificates in effect immediately prior to such sale, assignment or delegation; and (iii) the Master Servicer shall deliver to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to such action under this Agreement have been fulfilled and such action is permitted by and complies with the terms of this Agreement. No such sale, assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Transfer and Assignment of Interests With the exception of transfers between family members, stated in 6.3, Members who wish to transfer, assign, convey or sell their Membership Interest must obtain unanimous written approval from the other Members. The other Members may approve or reject this request in their sole discretion.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

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