Common use of Sale and Assignment Clause in Contracts

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. Subject to On the terms and conditions and other provisions of the Ancillary Agreements, on the Effective Date, in consideration of: (i) Assignee’s agreement to purchase, and reduce the Original Principal Annex I Amount by 30%, provided the foregoing amount shall be 40% if Assignor achieves the First Claims Milestone, provide further, that the foregoing amount shall be 50% if the Assignor achieves the Second Claims Milestone, the claims against Assignor set forth on Annex I to this Agreement (the “Annex I Claims”) and to defer the Assignor’s obligation to pay the remaining balance of the Annex I Claims until the Maturity Date; (ii) Assignee’s agreement to reduce the principal amount of $743,282 by 50%, claims against Assignor set forth on Annex II to this Agreement (the “Annex II Claims”) and to defer the Assignor’s obligation to pay the remaining balance of the Annex II Claims until the Maturity Date, all subject to certain on-going discussions between Mindset Biopharmaceuticals ‘ Ltd. (“Mindset Ltd”) and Assignee resulting in the consummation of an agreement, on certain terms and conditions acceptable to Assignee in its sole and absolute discretion, pursuant to which Assignee will acquire such Annex II Claims from Mindset Ltd.; (iii) Assignee’s agreement to purchase and to defer Assignor’s obligation to pay the claims in the principal amount of at least $1,634,000 listed on Annex III to this Agreement until the Maturity Date (the “Annex III Claims” and, together with the Annex I Claims and the Annex II Claims, the “Claims”); (iv) Assignee’s assumption of certain of the indebtedness listed on Annex IV in the aggregate amount of $1,623,730 and Assignee’s obtainment, on behalf of Assignor, of the release of all obligations of Assignor relating to such indebtedness, all subject to certain on-going discussions between each of the respective creditors set forth on Annex IV and Assignee resulting in the consummation of agreements between each such creditor and Assignee on such terms as Assignee shall negotiate with each such creditor in its sole discretion; provided that the failure of Assignee to consummate an agreement with any one, more or all of such creditors shall not constitute a default under this Agreement; (v) Assignee’s assumption of certain obligations of Assignor under the Licenses; (vi) Assignee’s agreement use reasonable efforts to cause Dxxxxx Chain (“Chain”), for a minimum of six (6) months, subject to extension for an additional six months at the option of the Assignee, to allocate up to 20% of his business time to Assignor does hereby sellwith no further accrual of salary by Assignor, assign provided that, notwithstanding the foregoing, the Parties agree that the failure of the foregoing to occur shall, in no event, constitute a default under this Agreement; (vii) the Assignee’s agreement that, provided that Chain executes an employment contract with Assignee, substantially in the form attached hereto as Exhibit A, before October 1, 2005, the Maturity Date shall be extended, day for day, for each day Chain serves as an employee of the Assignee, subject to the occurrence of an Acceleration Event; (viii) the amount of $60,405,47 listed on Annex V previously advanced by or on behalf of Assignee; (ix) Assignee’s agreement to execute a Letter Agreement with Mindgenix, Inc. in the form attached hereto as Exhibit B: and (x) Assignee’s agreement to fund up to $10,000 in patent and patent related cost related to the development of Increasing Bruin Glucose Utilization: (US Patent 09/868,501); the Assignor (i) agrees to toll the applicable statute of limitations period with respect to any action or proceeding relating to or arising out of the Claims, and (ii) will sell and transfer to Assignee at and Assignee will purchase from Assignor, all of the Effective Time on the Closing Date (in each case, as defined below) following Assets: (a) all of Assignor's right, title ’s rights and interest in, as of the Effective Date in and to and under the Trust Estate and the Lessor Documents, and Patents; (b) excluding the Letter Agreement Paragraph and the Owner Participant Guaranty, all of Assignor's right, title ’s rights 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 (interest 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 Effective Date in and to the Patent Applications; (collectively, "RESERVED RIGHTS"): c) all of Assignor’s rights and interest as of the Effective Date in and to the Trademarks; (d) all of Assignor’s rights and interests as of the Effective Date in and to the Licenses; (e) all of Assignor’s rights and interest as of the Effective Date in and to the Know-How relating to any of the rights, titles other Assets being transferred hereunder; (f) all of Assignor’s rights and interests interest as of Assignor the Effective Date in and to each the Inventions; and (g) all finished product inventories, work-in-process inventories, product-in-transit inventories and every indemnity or other payment, and each and every obligation to provide insurance (other than casualty insurance relating to loss inventories of or damage to the Aircraft), on behalf or in favor Assets that are owned by Assignor as 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. Subject With respect to the terms mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from UBS Real Estate Securities Inc. ("UBS"), the Assignor hereby grants, transfers, assigns and conditions sells to the Assignee all right, title and interest of the AgreementAssignor, Assignor does hereby sellin, assign to and transfer to Assignee at the Effective Time on the Closing Date (in each case, as defined below) under (a) the Assigned Loans and the Mortgage Files, (b) that certain Seller's Warranties and Servicing Agreement (WFHM 2004-W73), dated December 1, 2004, by and between UBS and the Company (the "UBS Servicing Agreement"), (c) that certain Mortgage Loan Purchase Agreement, dated December 1, 2004, by and between UBS and the Company (the "Purchase Agreement") and (d) that certain Assignment, Assumption and Recognition Agreement, dated January 28, 2005, by and among UBS, the Assignor and the Company (the "Original Assignment;" collectively with the Purchase Agreement and UBS Servicing Agreement, the "Agreements"), as each 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 Agreements 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 and or under any mortgage loans subject to 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 (Agreements other than casualty insurance relating to loss of or damage the Assigned Loans. Notwithstanding the foregoing, it is understood that neither the Company nor Assignor is released from liability to the Aircraft)other for any breaches of any representations, on behalf warranties or in favor of Assignor, under the Lessor Documents or any other operative Document covenants made by such party to the extent that such indemnities, payments, and obligations relate to losses accruing prior to 12:32 p.m., Las Vegas time (other in 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 Agreements prior to the Effective Time on date hereof regardless of when such breaches are discovered or made known. Capitalized terms used but not defined herein shall have the Closing Date, of respective meanings ascribed to them in 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 agreeUBS Servicing 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, waiver of the conditions set forth in Section 7this Agreement, such satisfaction to be evidenced by Assignor's acceptance from Assignee at the Closing and as of the Purchase Price Closing Date, (as defined a) Warnaco shall sell, assign, transfer, convey and deliver to the Purchaser, and Purchaser shall purchase and acquire, free and clear of all Encumbrances, all of the outstanding shares of capital stock of the Subsidiaries of Warnaco listed on Exhibit F (together with Euralis SAS the "Transferred Subsidiaries") (such shares, the "Transferred Subsidiary Stock") (such purchase, the "Entity Purchase"); (b) Warnaco shall or shall cause its affiliates listed on Exhibit G (collectively with Warnaco, the "Asset Sellers" and, together with the Entity Sellers, collectively the "Sellers") to sell, assign, transfer, convey and deliver to the Purchaser, and Purchaser shall purchase and acquire, all of the Asset Sellers' right, title and interest in Section 4the Purchased Assets; and (c) and by the filingWarnaco shall assign, or shall cause the release for filingAsset Sellers to assign, and the Purchaser shall assume and shall agree to pay, perform and discharge when due, all liabilities and obligations of the Asset Sellers relating to the Business or the Purchased Assets, whether fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof, including all liabilities and obligations under the Contracts assigned, to the extent such Contracts are assigned, including to the extent such liabilities and obligations are unpaid, undelivered or unperformed on the Closing Date, excluding (i) any liability under the pension obligations owed to Mr. Bilher under the service agreement dated June 13, 1991, and the managing director service agreement dated July 1980, as amended, and (ii) any liability under the Warners (United Kingdom) Limited’s pension scheme, and (iii) any bank loans, amounts due under credit facilities and accrued interest of the Asset Sellers and (iv) any loans/payables of the Asset Sellers to Warnaco Inc. and entities controlled directly or indirectly by Warnaco Inc. (the "Assumed Liabilities"). (The sale of the Purchased Assets and the Assumption of the Assumed Liabilities shall constitute the "Asset Purchase". The Asset Purchase together with the FAA pursuant to Entity Purchase, shall constitute the Act of the Assignment and Assumption Agreement (FAA) (as defined in Section 5(a))"Purchase". The closing of Purchase together with the other transactions contemplated hereby and by this Agreement shall constitute 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"Transaction".)

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) Effective upon the Effective Date, Seller hereby irrevocably sells and assigns to Buyer, and Buyer hereby irrevocably purchases from Seller: (i) all of Assignor's rightSeller’s rights, title title, interest, and obligations in Seller’s capacity as a holder under the Note (including any and all interest inthereunder (including interest accrued thereunder prior to the date hereof)), (ii) all of Seller’s rights, title, interest, and obligations in Seller’s capacity as a “Secured Party” under the Security Agreement dated as of September 2018, among the Borrower and the Secured Parties (defined therein) (the “Security Agreement”), (iii) all of Seller’s rights, title, interest, and obligations in all other documents or instruments delivered pursuant to the Note and Security Agreement or in connection to the Note and Security Agreement to the extent related to the outstanding rights and obligations of Seller (collectively with the Note and Security Agreement, the “Note Documents”), (iii) all associated rights, claims, and interests including, to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of Seller against any person, whether known or unknown, arising under or in connection with the Trust Estate Note Documents, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Lessor Documentsrights and obligations sold and assigned pursuant to clause (i) above, and (iv) any rights Seller may have under any other notes issued by Borrower to other holders, including, without limitation, any amendments, restatements or amendments and restatements of the foregoing (the rights and obligations sold and assigned by Seller to Buyer pursuant to clauses (i), (ii) and (iii) above being referred to herein collectively as the “Assigned Interest”). (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, Through its receipt of the following (collectivelyAssigned Interest, "RESERVED RIGHTS"): any of the rightsBuyer agrees to be bound, 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 with respect 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 transferred Obligations (as defined in Section 4) and the Security Agreement), by the filing, or provisions of the release for filing, Security Agreement that apply to the Secured Parties. (c) In connection with the FAA pursuant assignment of the Assigned Interest to the Act of Buyer, the Assignment and Assumption Agreement (FAA) (as defined in Section 5(a)). The closing of Seller shall deliver the transactions contemplated hereby and by original Note to the Assignment and Assumption Agreement (FAA) shall take place Buyer at the Effective Time address set forth 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 agreeBuyer’s counterpart signature page to this Agreement.

Sale and Assignment. Subject to the terms and conditions of the Agreement, this 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 Agreements and the Owner Participant Guaranty, all of Assignor's right, title and interest, if any, in, to and under each other Operative Document Agreement (collectively, but excluding the Letter Agreement ParagraphAgreements, 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 Operative Agreement to the extent that such indemnities, payments, and obligations relate to losses accruing prior to 12:32 11:38 p.m., Las Vegas time (the "EFFECTIVE TIME"), on December 1527, 1997 1996 (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, for recordation 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 Closing Date at McCarran International Airport, Las Vegas, Nevada, with additional activities taking place at the offices of Xxxxxxx CoiePerkxxx Xxxe, 000 607 Xxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or at such other location as Assignor and Assignee shall agree.

Sale and Assignment. Subject The Assignor hereby grants, transfers, assigns and sells to the terms Assignee all right, title and conditions interest of the AgreementAssignor, Assignor does hereby sellin, assign to and transfer to Assignee at the Effective Time on the Closing Date (in each case, as defined below) under (a) the Assigned Loans, (b) that certain Amended and Restated Master Mortgage Loan Purchase Agreement (the “Purchase Agreement”), dated as of December 1, 2005, by and between the Assignor and the Company, (c) that certain Amended and Restated Master Seller’s Warranties and Servicing Agreement (the “Servicing Agreement”), dated as of December 1, 2005, by and between Assignor and the Company and (d) that certain Assignment and Conveyance Agreement (the “Assignment and Conveyance Agreement” and together with the Purchase Agreement and the Servicing Agreement, the “Agreements”), dated December 9, 2005, by and between the Assignor and the Company, as each relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's ’s obligations and duties under the Agreements from and after the date hereof, and the Company hereby acknowledges such sale, assignment and assumption and hereby agrees to the release of the Assignor from any obligations or duties under the Agreements from and after the date hereof. 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 Agreements other than the Assigned Loans. Notwithstanding the foregoing, it is understood that the Company is not released from liability to the Assignor for any breaches of any representations, warranties or covenants made by the Company in the Agreements prior to the date hereof regardless of when such breaches are discovered or made known. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Servicing Agreement. Upon the execution of this AAR Agreement on January 26, 2006, the Assignee shall pay to the Assignor the purchase price as calculated pursuant to the commitment letter (the “Commitment Letter”), dated as of November 30, 2006, by and between the Assignee and the Assignor. The Assignee shall pay the purchase price payable under the Trust Estate and Commitment Letter by wire transfer of immediately available funds to the Lessor Documentsaccount specified by the Assignor. Upon payment of such purchase price, and (b) excluding the Letter Agreement Paragraph and the Owner Participant Guaranty, Assignee assumes 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 interest in and to each the Assigned Loans and every indemnity the related Custodial Mortgage Files and the Retained Mortgage Files (the “Mortgage Files”). The Assignee shall be entitled to all scheduled payments due on the Assigned Loans after January 1, 2006 (the “Assigned Loans Cut-off Date”) and all unscheduled payments or other paymentproceeds or other recoveries on the Assigned Loans received on and after the Assigned Loans Cut-off Date except as otherwise specified in the Commitment Letter. The Assignor, and each and every obligation at its expense, shall have caused to provide insurance (other than casualty insurance relating to loss of or damage be delivered to the Aircraft), on behalf Assignee or its designee the Custodial Mortgage File for each Assigned Loan in favor of the Assignor, under the Lessor Documents ’s 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 its custodian’s possession 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 agreedate hereof.