Instruments of Sale and Assignment Sample Clauses

Instruments of Sale and Assignment. The TMIP Entities shall ---------------------------------- have executed and delivered the instruments of sale and assignment referred to in Section 3.01(b) and Xxxxx shall have executed and delivered the instruments of sale and assignment referred to in Section 3.01(c).
Sample 1
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Instruments of Sale and Assignment. (a) Subject to Section 7 hereof, on or prior to the Closing Date, Seller shall deliver to Buyer, and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be necessary to vest in Buyer at Closing all of Seller’s right, title and interest in and to the Acquired Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including without limitation a Xxxx of Sale substantially in the form of Exhibit A (the “Xxxx of Sale”), an Assignment and Assumption Agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement”), and a Lease Assignment and Assumption substantially in the form of Exhibit C (the “Lease Assignment and Assumption”). Seller shall use its reasonable efforts to put Buyer in possession and operating control of the Acquired Assets at the Closing. (b) If any Assumed Contract included in the Acquired Assets is not assignable by Seller to Buyer without the consent of a third party, or will not continue in effect after the Closing without the consent of a third party, then Seller shall cooperate with Buyer to determine the best manner and timing of seeking such consents, and, shall use its reasonable efforts to provide Buyer (at Buyer’s expense regarding all efforts made after Closing) with such third-party consents prior to the Closing Date in a form reasonably satisfactory to Buyer. If Seller’s assignment or attempted assignment of any such Assumed Contract prior to obtaining the third-party consent would constitute a breach of such Assumed Contract, then such assignment or attempted assignment shall not be made or be deemed effective unless and until the third-party consent is obtained. Buyer shall render such cooperation as is reasonably required to assist Seller in obtaining such third-party consents (at Buyer’s expense regarding all efforts made after Closing). Subject to the condition set forth in Section 7.1.5 hereof and the termination rights of Buyer in Section 9 hereof, if no such consent can be obtained with respect to an Assumed Contract, and the Closing nevertheless occurs, Seller and Buyer shall cooperate with respect to such Assumed Contract after Closing, and provided that it is permissible and reasonably feasible under such contract, enter into such pass-through agreements or arrangements as may be necessary to ensure that Buyer is Asset Purchase Agreement provided with the benefits of such Assume...
Sample 1
Instruments of Sale and Assignment. (a) On or prior to the Closing Date, Seller shall deliver to Buyer, and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the Closing Date all of Seller's right, title and interest in and to the Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including, without limitation, a Xxxx of Sale and Assignment substantially in the form of Exhibit 2.5(a) (the "Xxxx of Sale") and an Assignment and Assumption Agreement substantially in the form of Exhibit 2.5(b) (the "Assignment and Assumption Agreement") The Leased Real Property shall be transferred by a Lease Assignment and Assumption substantially in the form of Exhibit 2.5(c) (the "Lease Assignment and Assumption"). Seller shall use its reasonable best efforts (without payment of money) to put Buyer in possession and operating control of the Assets at the Closing, and Buyer shall use its reasonable best efforts for it to assume the Assumed Liabilities at the Closing; provided, however, that failure of Seller to obtain any consent necessary to put Buyer in possession and operating control of the Assets at the Closing, notwithstanding such reasonable best efforts of Seller, shall not constitute a breach by Seller hereunder.
Sample 1
Instruments of Sale and Assignment. (a) Subject to Section 7 hereof, on or prior to the Closing Date, Seller shall deliver to Buyer, and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be necessary to vest in Buyer at Closing all of Seller’s right, title and interest in and to the Acquired Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including without limitation a Bxxx of Sale substantially in the form of Exhibit A (the “Bxxx of Sale”), an Assignment and Assumption Agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement”), and a Lease Assignment and Assumption substantially in the form of Exhibit C (the “Lease Assignment and Assumption”). Seller shall use its reasonable efforts to put Buyer in possession and operating control of the Acquired Assets at the Closing.
Sample 1

Related to Instruments 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.

  • 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.

  • 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.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreements.

  • 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.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • 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.

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