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 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. (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) 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.
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.

  • Variation and Assignment No variation of this agreement shall be valid or effective unless it is in writing. We may amend this TOBA by sending you either a notice of amendment in writing or a revised TOBA. We are entitled to assign this TOBA to any other Affiliate for so long as such company remains an Affiliate.

  • CESSION AND ASSIGNMENT The Service Provider shall not cede, assign, abandon or transfer any of its rights and/or obligations in terms of this Agreement (whether in part or in whole) or delegate any of its obligations in terms of this Agreement, without the prior written consent of the Fund.

  • Subcontracts and Assignment Contractor shall not subcontract, assign, delegate, or transfer any of its duties, rights, or interests under this Contract without the prior written consent of District. District may withhold such consent for any or no reason. If District consents to an assignment or subcontract, then in addition to any other provisions of this Contract, Contractor shall require any permitted subcontractor to be bound by all the terms and conditions of this Contract that would otherwise bind Contractor. The parties agree that any such subcontracts shall be construed as matters solely between the Contractor and its subcontractor and shall have no binding effect on District.

  • SUBLEASING AND ASSIGNMENT The Sublessee may not lease, sublease, or assign the Premises without the prior written consent of the Sublessor.

  • SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

  • SUB-CONTRACTING AND ASSIGNMENT 18.1 Subject to clause 18.3, neither party shall assign, novate, subcontract or otherwise dispose of any or all of its rights and obligations under this agreement without the prior written consent of the other party, neither may the Supplier sub-contract the whole or any part of its obligations under this agreement except with the express prior written consent of the Authority, such consent not to be unreasonably withheld. 18.2 In the event that the Supplier enters into any Sub-Contract in connection with this agreement it shall: (a) remain responsible to the Authority for the performance of its obligations under the agreement notwithstanding the appointment of any Sub-Contractor and be responsible for the acts omissions and neglects of its Sub-Contractors; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this agreement and shall procure that the Sub-Contractor complies with such terms; and (c) provide a copy, at no charge to the Authority, of any such Sub-Contract on receipt of a request for such by the Authority’s Authorised Representative. 18.3 The Authority shall be entitled to novate (and the Supplier shall be deemed to consent to any such novation) the agreement to any other body which substantially performs any of the functions that previously had been performed by the Authority.

  • SUBCONTRACT AND ASSIGNMENT This Agreement binds the heirs, successors, assigns and representatives of the Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Agreement and shall not assign this Agreement or monies due or to become due, without the prior written consent of the General Manager of the Agency or his designee, subject to any required state or federal approval. (Note: list any subcontractors here)

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