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. Subject to the terms and conditions of this Assignment Agreement, Assignor Lender hereby agrees to sell, assign and delegate to each Assignee Lender and each Assignee Lender hereby agrees to purchase, accept and assume the rights, obligations and duties of a Lender under the Credit Agreement and the other Credit Documents with Commitments or Loans equal to the respective amounts set forth under the caption "Commitments or Loans Assigned" opposite such Assignee Lender's name on Attachment 1 hereto. Such sale, assignment and delegation shall become effective on the date designated in Attachment 1 hereto (the "Assignment Effective Date"), which date shall be, unless Agent shall otherwise consent, at least five (5) Business Days after the date following the date counterparts of this Assignment Agreement are delivered to Agent in accordance with Paragraph 3 hereof.
Sale and Assignment. Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties of Assignee set forth herein, at each applicable Effective Time, Assignor does hereby sell, assign and transfer to Assignee all of Assignor's present and future right, title and interest in, to and under each Trans ferred Interest including, without limitation, all of the Assumed Liabilities relating to such Transferred Interest; provided that such sale, assignment and transfer shall be effective only upon the satisfaction or waiver, at or prior to the applicable Effective Time for each such Transferred Interest, of the conditions set forth in Section 7, such satisfaction or waiver to be evidenced by Assignor's acceptance from Assignee of the Assignment and Assumption Agreement for each such Transferred Interest.
Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from the Company, the Assignor hereby grants, transfers, assigns and sells to the Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans and the Collateral Files and (b) that certain Mortgage Loan Purchase and Servicing Agreement, dated March 14, 2003, by and between Assignor and the Company (as amended, the "Purchase Agreement"), as the Purchase Agreement relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's obligations and duties arising under the Purchase Agreement from and after the date hereof, and the Company hereby acknowledges such sale, assignment and assumption. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Purchase Agreement other than the Assigned Loans. Notwithstanding the foregoing, it is understood that neither the Company nor Assignor is released from liability to the other for any breaches of any representations, warranties or covenants made by such party to the other in the Purchase Agreement prior to the date hereof regardless of when such breaches are discovered or made known. The Assigned Loans were previously purchased by the Assignor pursuant to the Purchase Agreement and those certain Purchase Confirmations, dated March 14, 2003, March 28, 2003, April 30, 2003, May 30, 2003, December 23, 2003, February 20, 2004, February 25, 2005, March 31, 2005, April 27, 2005, and May 20, 2005, by and between the Assignor and the Company. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.
Sale and Assignment. Subject to the terms and conditions of the Agreement, Assignor does hereby sell, assign and transfer to Assignee at the Effective Time on the Closing Date (in each case, as defined below) (a) all of Assignor's right, title and interest in, to and under the Trust Estate and the Lessor Documents, and (b) excluding the Letter Agreement Paragraph and the Owner Participant Guaranty, all of Assignor's right, title and interest, if any, in, to and under each other Operative Document (collectively, but excluding the Letter Agreement Paragraph, the Owner Participant Guaranty and Reserved Rights (as defined below), the "TRANSFERRED INTERESTS"); provided, that Assignor hereby reserves, and nothing -------- herein shall be construed as a sale, assignment or transfer, of the following (collectively, "RESERVED RIGHTS"): any of the rights, titles and interests of Assignor in and to each and every indemnity or other payment, and each and every obligation to provide insurance (other than casualty insurance relating to loss of or damage to the Aircraft), on behalf or in favor of Assignor, under the Lessor Documents or any other operative Document to the extent that such indemnities, payments, and obligations relate to losses accruing prior to 12:32 p.m., Las Vegas time (the "EFFECTIVE TIME"), on December 15, 1997 (the "CLOSING DATE") (it being agreed that Assignor retains all obligations related to Reserved Rights); provided further, that such sale, assignment and transfer shall be effective only upon the satisfaction or waiver, on or prior to the Effective Time on the Closing Date, of the conditions set forth in Section 7, such satisfaction to be evidenced by Assignor's acceptance from Assignee of the Purchase Price (as defined in Section 4) and by the filing, or the release for filing, with the FAA pursuant to the Act of the Assignment and Assumption Agreement (FAA) (as defined in Section 5(a)). The closing of the transactions contemplated hereby and by the Assignment and Assumption Agreement (FAA) shall take place at the Effective Time on the closing Date at McCarran International Airport, Las Vegas, Nevada, with additional activities taking place at the offices of Xxxxxxx Coie, 000 Xxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or at such other location as Assignor and Assignee shall agree.
Sale and Assignment. Seller has granted, bargained, sold, conveyed, transferred, assigned and delivered, and by these presents does grant, bargain, sell, convey, transfer, assign and deliver unto Purchaser, its successors and assigns, the Assets.
Sale and Assignment. (A) Subject to the terms of the Asset Purchase Agreement, Seller does hereby sell, transfer, convey and assign to Purchaser all of Seller's right, title and interest as of the Closing Date in and to the Assets.
(B) Purchaser hereby accepts the transfer, assignment and conveyance of the Assigned Contracts and Assumed Leases and agrees from and after the date hereof to perform the obligations of Seller under the Assigned Contracts and Assumed Leases.
Sale and Assignment. Subject to the terms and conditions of this Agreement, the Initial Member hereby sells to the Private Owner, and the Private Owner hereby purchases from the Initial Member, all of the Initial Member’s right, title and interest in and to the Transferred LLC Interest for a purchase price of $171,533,385 (the “Transferred LLC Interest Sale Price”). On the date hereof, in satisfaction of its obligation to pay the Transferred LLC Interest Sale Price, the Private Owner shall (i) remit to the Initial Member, by wire transfer of immediately available funds, to such account as the Initial Member may direct in writing, an amount (the “Purchase Price Payment”) equal to the positive difference (if any) between (x) the Transferred LLC Interest Sale Price and (y) the sum of (A) the Xxxxxxx Money Deposit and (B) the Initial Member WCR Account Deposit, and (ii) (x) remit, on behalf of the Initial Member, by wire transfer of immediately available funds, an amount equal to the Initial Member WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account, and (y) remit, on its own behalf, by wire transfer of immediately available funds, an amount equal to the Private Owner WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account.
Sale and Assignment. Subject to the terms and conditions of this Assignment Agreement, Assignor Participant hereby agrees to sell, assign and delegate to each Assignee Participant and each Assignee Participant hereby agrees to purchase, accept and assume the rights, obligations and duties of a Participant under the Participation Agreement and the other Operative Documents equal to the Tranche A Percentage, Tranche B Percentage, Tranche C Percentage and Proportionate Share under each Facility set forth under the captions "Tranche Percentages and Proportionate Shares Assigned" opposite such Assignee Participant's name on Part A of Attachment I hereto. Such sale, assignment and delegation shall become effective on the date designated in Part C of Attachment I hereto (the "Assignment Effective Date"), which date shall be, unless Agent shall otherwise consent, at least five (5) Business Days after the date following the date counterparts of this Assignment Agreement are delivered to Agent in accordance with Paragraph 3 hereof.
Sale and Assignment. Seller has granted, bargained, sold, conveyed, transferred, assigned and delivered, and by these presents does grant, bargain, sell, convey, transfer, assign and deliver unto Purchaser, its successors and assigns, the Assets. Seller warrants that Seller is the lawful owner in every respect of all of the Assets and that the Assets are free and clear of any and all liens, security agreements, encumbrances, claims, demands, and charges of every kind and character whatsoever other than as previously disclosed in writing to Purchaser. Seller hereby binds Seller and Seller's successors and assigns to warrant and defend the title to all of the Assets unto Purchaser and Purchaser's successors and assigns forever against every person whomsoever lawfully claiming or to claim the Assets or any part thereof. Purchaser hereby accepts the conveyance, transfer, assignment and delivery of the Assets.
