Sale, Assignment and Transfer. In consideration of the receipt of $__________ (such amount being approximately 100% of the Aggregate Principal Balance of the Subsequent Mortgage Loans) from the Unaffiliated Seller, each of the Originators hereby sells, assigns and transfers to the Unaffiliated Seller, without recourse, all of their respective right, title and interest in, to, and under the Subsequent Mortgage Loans and related assets described above, whether now existing or hereafter arising. In consideration of receipt of $__________ (such amount being approximately 100% of the Aggregate Principal Balance of the Subsequent Mortgage Loans) from the Depositor, the Unaffiliated Seller hereby sells, assigns and transfers to the Depositor, without recourse, all of its right, title and interest in, to, and under the Subsequent Mortgage Loans and related assets described above, whether now existing or hereafter arising. In connection with each such sale, assignment and transfer, the Originators and the Unaffiliated Seller shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement with respect to each Subsequent Mortgage Loan.
Sale, Assignment and Transfer. In consideration of the receipt of $_________ (such amount being approximately 100% of the Aggregate Principal Balance of the Subsequent Mortgage Loans) from the Trust, the Depositor hereby sells, assigns and transfers to the Trust, without recourse, all of its right, title and interest in, to, and under the Subsequent Mortgage Loans and related assets described above, whether now existing or hereafter arising. In connection with such sale, assignment and transfer, the Originators and the Unaffiliated Seller shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement with respect to each Subsequent Mortgage Loan.
Sale, Assignment and Transfer. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 1.5 hereof), the Seller shall sell, assign, transfer and set over unto the Buyers, and the Buyers shall purchase the Purchased Interest, free and clear of all liens, claims, security interests, pledges and encumbrances of every kind.
Sale, Assignment and Transfer. Subject to the provisions of this Agreement, Buyer agrees to purchase, and Seller agrees to sell, all Seller's rights, title and interest, to: a) the completed websites as represented by Seller (the “Websites”), including, any and all associated software used in building the Websites and Website users lists and Website data bases containing any Website user or Website information; b) domain names; c) name registrations; d) any goodwill symbolized thereby; and e) and all rights to xxx for past infringement, if any, and to receive any recoveries therefore, all as set forth on Exhibit A, hereto and incorporated herein by this reference (the “Purchased Assets”). Seller does hereby sell, assign, convey and transfer to Buyer and Buyer hereby accepts, all of Seller's right, title and interest including but not limited to all of Seller's common law rights in and to the Purchased Assets. In addition Seller hereby sells, assigns, conveys and transfers to Buyer all data, programming code, user or customer lists, moderator contact information and all other information as it pertains to the operation of the Websites listed on Exhibit A. Except as otherwise expressly set forth in Exhibit B attached hereto, the Buyer does not assume any liabilities associated with the Business.
Sale, Assignment and Transfer. 12. The Sub-Franchisor may assign, sell, and transfer ("Transfer") its interest in this Agreement or the Rights granted herein at anytime with FOURTEEN (14) DAYS prior notice to the Franchisor. A Transfer shall also mean the sale of all or a portion of the corporate shares of the Sub-Franchisor resulting in a charge in control. The Sub-Franchisor may without consent of the Franchisor and without notice to the Franchisor assign, sell and transfer all of her interest in this Agreement or the Rights to a corporation incorporated or to be incorporated in the Exclusive Territory (the "Assignee"), of which the Sub-Franchisor or a person of her immediate family (including child, parent, spouse, sibling) is a shareholder. To the extent the Assignee assumes the covenants and obligations of the Sub-Franchisor hereunder, the Sub-Franchisor shall thereupon and without further agreement, be freed and relieved of all liability with respect to such covenants and obligations.
Sale, Assignment and Transfer. 6. The Purchaser may assign, sell, and transfer ("Transfer") its interest in this Agreement or the Rights granted herein at anytime with FOURTEEN (14) DAYS prior notice to the Seller. A Transfer shall also mean the sale of all or a portion of the corporate shares of the Purchaser resulting in a change in control. The Purchaser may without consent of the Seller and without notice to the Seller assign, sell and transfer all of her interest in this Agreement or the Rights to a corporation incorporated or to be incorporated (the "Assignee"), of which the Purchaser or a person of his/her immediate family (including child, parent, spouse, sibling) is a shareholder. To the extent the Assignee assumes the covenants and obligations of the Purchaser hereunder, the Purchaser shall thereupon and without further agreement, be freed and relieved of all liability with respect to such covenants and obligations.
Sale, Assignment and Transfer. Subject to the provisions of this Agreement, Purchaser agrees to purchase, and Seller agrees to sell, all Seller’s rights, title and interest, to: a) the completed websites located at each of domains specified on Exhibit A attached hereto (the “Websites”), including, but not limited to, any and all associated software used in building and/or maintaining the Websites, each of the Websites users lists and databases containing any of the Websites’ user information or other information related to the Websites and any other intellectual property related to the Websites, including, but not limited to, trademarks related to the Websites, its products and services, copyrights in software and creative content, trade secrets, and other intellectual property rights and licenses of various kinds related to the Website; b) the domain names listed on Exhibit A (the “Domain Names”); c) name registrations; d) any goodwill symbolized thereby; and e) and all rights to xxx for past infringement, if any, and to receive any recoveries therefore (collectively, the “Purchased Assets”). Seller hereby sells, assigns, conveys and transfers to Purchaser and Purchaser hereby acquires, all of Seller’s right, title and interest including, but not limited to, all of Seller’s common law rights in and to the Purchased Assets. In addition, Seller hereby sells, assigns, conveys and transfers to Purchaser all data, programming code, user or customer lists, moderator contact information and all other information as it pertains to the operation of the Websites. Except as otherwise expressly set forth in Exhibit B attached hereto, the Purchaser does not assume any liabilities associated with the business associated with the Websites and Domain Names (“Business”).
Sale, Assignment and Transfer. 11.1 This Agreement shall inure to the benefit of the successors and assigns of the Company. The Company shall have the right to assign its rights under this Agreement to any person, firm, association or corporation, provided that such transferee shall agree in writing to assume all obligations undertaken by the Company herein and upon such assignment and assumption, the Company shall be under no further obligation hereunder.
Sale, Assignment and Transfer. Subject to the terms and conditions of ----------------------------- this Agreement, at the Closing, MSC/SFI shall sell, assign and transfer to Bekaert all of MSC/SFI's right, title and interest in and to the ISF Membership Interest and the Newco Membership Interest, and Bekaert shall purchase the ISF Membership Interest and the Newco Membership Interest from MSC/SFI.
Sale, Assignment and Transfer. As of the Effective Date, each Selling Entity hereby sells, assigns, transfers, conveys and delivers to Purchaser all of such Selling Entity’s right, title and interests in, to or under the Purchased Assets (other than the Transferred Intellectual Property, which shall be conveyed pursuant to an Intellectual Property Assignment) unto Purchaser, free and clear of any Liens other than Permitted Liens. No right, title or interest in the Purchased Assets is reserved to, or retained by, any Selling Entity. Notwithstanding anything to the contrary in this Xxxx of Sale, nothing in this Xxxx of Sale, the Purchaser is not purchasing, and no Selling Entities are selling, assigning, transferring, conveying or delivering, pursuant to this Assignment, any of the Selling Entities’ (or any of their respective Affiliates’) right, title or interest in any asset that is not a Purchased Asset.
