Effect of Purchase. Upon payment to Seller of the Consideration, all rights of Seller relating in any way to the CAA will be owned by Pure Cycle. Pure Cycle and the Seller agree that this Agreement constitutes an assignment to Pure Cycle of all of Seller’s rights, title and interest in and to the CAA as of the date hereof, and as of the date hereof, the Seller shall cease to possess any rights with respect to the CAA.
Effect of Purchase. Upon issuance to the CAA Holder of the PC Shares, all rights of the CAA Holder relating in any way to the CAA will be owned by Pure Cycle. Pure Cycle and CAA Holder agree that this Agreement constitutes an assignment to Pure Cycle of all of the CAA Holder’s rights, title and interest in and to the CAA as of the date hereof, and that as of the date hereof the CAA Holder shall cease to possess any rights with respect to the CAA.
Effect of Purchase. For purposes of Section 7.6(c), the purchase price for Offered Units shall be deemed tendered, and said Offered Units shall be deemed purchased, at such time as the Offering Member receives written notice enclosing a cashier’s check for the purchase price or, if any such Offered Units are represented by certificates, stating that the purchase price has been delivered to a third party (such as counsel to the Company) with instructions to deliver such amount to the Offering Member upon surrender of any such certificates, duly endorsed with signatures guaranteed. All rights accorded the Offering Member with respect to the Offered Units, other than the right to payment therefor, shall cease at that time. If payment is tendered directly to the Offering Member, the Offering Member shall promptly, but in no event later than five (5) Business Days, cause to be delivered certificate(s) representing the Offered Units (if any), duly endorsed with signatures guaranteed, to the Company.
Effect of Purchase. The Parties acknowledge and agree that the provisions of this Article 3 shall cease to apply from and after the Purchase Date in the event the Purchase occurs (i.e., at which point, as between the Parties, IB will be the owner of the Licensed Materials).
Effect of Purchase. Following the consummation of such purchase, the Purchasers shall be entitled to the benefits of, and be subject to the obligations under, this Agreement as if they were the Financing Agent and the Financing Lenders; provided, that the proviso to the last sentence of Section 1(A) and this Section 20 (other than this clause (E)) shall no longer be given any effect, and not in limitation but in furtherance thereof all liens and security interests in favor of the Purchasers in the Financing Agreement Collateral shall be senior to the liens and security interests in favor of the Collateral Agent for the benefit of itself, the Trustee and the Noteholders in the Financing Agreement Collateral without regard to the amount of the Financing Agreement Obligations secured thereby.
Effect of Purchase. Upon each Weekly Closing Date, all of the Provider's right, title and interest in and to all Accounts listed in the applicable list of Purchased Accounts and in any proceeds of such Accounts shall automatically vest in the Purchaser, which shall thereby be and become the sole and absolute owner of all such Purchased Accounts and all of the Provider's rights and remedies with regard to such Purchased Accounts (including, without limitation, rights to payment from the respective Third Party Obligors on such Accounts) and all of the Provider's rights under all guarantees, assignments and securities, if any, with respect to each such Purchased Account. Subject to the terms of this Agreement, Provider will retain (i) the right to receipt of payment on Purchased Accounts which are Governmental Accounts and (ii) all rights to demand or otherwise make any claim upon applicable Governmental Third Party Obligors. Notwithstanding the foregoing, to the extent not prohibited by applicable law, Purchaser shall be entitled from time to time to obtain and enforce orders and injunctions from one or more courts directing one or more Third Party Payors (including without 4 limitation Medicare and Medicaid programs) to make payments on Purchased Accounts directly to Purchaser and its designee.
Effect of Purchase. Upon purchase of the Partnership Interest by Chroma pursuant to Section 2.1, any and all obligations thereafter arising under the Chroma Partnership Agreement shall be the sole obligation of the holders of the partnership interests in Chroma, and MCSI shall have no liability therefor, except as otherwise expressly provided in this Agreement. Notwithstanding the foregoing, MCSI shall remain obligated to perform and satisfy all the terms and conditions of this Agreement following such purchase and sale, (including, but not limited to, the obligation to indemnify Chroma for 50% of any amount paid to satisfy the Enron Claim as provided by Section 6.4) and, notwithstanding anything to the contrary that may be contained in the Partnership Agreement or the Uniform Partnership Act, as in effect in California, MCSI shall not be released from any liability or responsibility with respect to partnership obligations to third parties other than CTI, Fabrica, Xxxxx and their affiliates relating to any period prior to the Closing Date (the "Pre-Closing Partnership Obligations"). For purposes of this Agreement, Pre-Closing Partnership Obligations shall include contingent as well as fixed obligations and unknown as well as known obligations related to Chroma, but Pre-Closing Partnership Obligations shall be limited solely to obligations to third parties unaffiliated with Chroma, CTI, Fabrica and Xxxxx (such as the Enron Claim) that are asserted after Closing but that arise from events or circumstances that existed or occurred prior to Closing with respect to such Pre-Closing Partnership Obligations. MCSI shall be liable for a share of the Pre-Closing Partnership Obligations equal to 50% thereof, its pre-Closing beneficial interest. Chroma, CTI, and Xxxxx represent and warrant to Monterey Carpets and MCSI that, to their knowledge, there are no pending or threatened claims against Chroma, CTI, Fabrica or Xxxxx arising under the Partnership Agreement, other than the Enron Claim. Notwithstanding the foregoing, Monterey Carpets and MCSI acknowledge that Chroma's representation and warranty expressly does not cover any matter of which Monterey Carpets or MCSI has or would reasonably be deemed to have any knowledge Monterey Carpets and MCSI represent and warrant to Chroma, CTI and Xxxxx that, to their knowledge, there are no pending or threatened claims against Monterey Carpets or MCSI arising under the Partnership Agreement, other than the Enron Claim.
Effect of Purchase. Upon issuance to IPI of the PC Shares, all rights of IPI relating in any way to the CAA will be owned by Pure Cycle. Pure Cycle and IPI agree that this Agreement constitutes an assignment to Pure Cycle of all of IPI’s rights, title and interest in and to the CAA as of the date hereof, and that as of the date hereof IPI shall cease to possess any rights with respect to the CAA.
Effect of Purchase. From and after Closing, the partners of Arbor Place and their respective interests will be as follows:
Effect of Purchase. Following payment of the purchase price, the selling Member shall cease to be a Member with its attendant rights and liabilities. Upon the tender of the purchase price of the Membership Interest, the selling Member shall execute and deposit the properly endorsed document, instrument, or certificate evidencing the Membership Units with the Company. In the event such document or instrument is not deposited within this time, the Members may cancel the Membership Interest on the books and records of the Company or transfer it to the purchasing Member. All costs and expenses (including attorney fees) incurred by Company or the purchasing Member to enforce compliance with the terms of this Section 10.9 shall be paid by the selling Member.
