Sale, Purchase and Assignment. PGI as the legal and beneficial owner, agrees to assign to the Buyer, and the Buyer agrees to accept the assignment of, the Intercompany Loans, free from any encumbrances, on and subject to the terms and conditions of this Agreement.

Sale, Purchase and Assignment. Seller agrees to sell, assign and convey unto Purchaser all of Seller’s right, title and interest in and to the Loan and Loan Documents (other than the Excluded Documents), subject to the terms and conditions of this Agreement and to the following limitations (the “Disclaimers”): (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT PURCHASER IS PURCHASING THE LOAN “AS IS”, “WHERE IS” AND “WITH ALL FAULTS” AND WITHOUT RECOURSE AND THAT SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE QUALITY, CONDITION OR VALUE OF THE LOAN OR THE PROPERTY, THE LEGALITY, VALIDITY, SUFFICIENCY OF ANY LOAN DOCUMENT OR RELATED SECURITY INTEREST OR THE PRIORITY OR PERFECTION OF ANY SUCH SECURITY INTEREST, THE INCOME OR EXPENSES FROM OR OF THE LOAN OR THE PROPERTY, OR THE COMPLIANCE OF THE LOAN OR PROPERTY WITH APPLICABLE BUILDING OR FIRE CODES, ZONING LAWS OR REGULATIONS, ENVIRONMENTAL LAWS OR REGULATIONS, LAWS OR REGULATIONS RELATED TO THE AMERICANS WITH DISABILITIES ACT OR OTHER LAWS OR REGULATIONS. PURCHASER AGREES THAT SELLER IS NOT LIABLE FOR OR BOUND BY ANY GUARANTEES, PROMISES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE LOAN OR THE PROPERTY MADE OR FURNISHED BY ANY REAL ESTATE AGENT, BROKER, EMPLOYEE, SERVANT OR OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH HEREIN. (b) WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, NO REPRESENTATIONS OR WARRANTIES ARE OR HAVE BEEN MADE BY SELLER OR ANY REPRESENTATIVE, AGENT, OFFICER OR EMPLOYEE OF SELLER REGARDING (i) THE CREDIT WORTHINESS OF THE BORROWER (AS DEFINED IN EXHIBIT “B”) OR ANY GUARANTOR (AS DEFINED IN EXHIBIT “B”), (ii) THE VALUE OF ANY COLLATERAL DESCRIBED IN THE NOTE OR LOAN DOCUMENTS, OR (iii) THE COLLECTIBILITY OF THE LOAN. (c) NEITHER SELLER NOR ANYONE ACTING ON SELLER’S BEHALF HAS OR WILL HAVE ANY DUTY, EITHER INITIALLY OR ON A CONTINUING BASIS, TO MAKE ANY INVESTIGATION, EVALUATION, APPRAISAL OF, OR HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF, ANY INFORMATION PROVIDED TO PURCHASER WHICH HAS BEEN PROVIDED TO EITHER SELLER OR ANYONE ACTING ON SELLER’S BEHALF BY BORROWER OR ANY GUARANTOR. NOTHING IN THIS AGREEMENT OR IN THE LOAN DOCUMENTS SHALL IMPOSE UPON SELLER OR ANYONE ACTING ON SELLER’S BEHALF ANY FIDUCIARY RELATIONSHIP IN RESPECT OF THE PURCHASER. ...

Sale, Purchase and Assignment. 2.1. Subject to the terms and conditions of this Agreement, the Seller agrees to irrevocably sell all of its rights, title and interest in, to and under the Purchaser's Debentures and the Purchaser's Warrants to the Purchaser on the Completion Date, in consideration for the payment of the Purchase Price by the Purchaser, and the Purchaser agrees to irrevocably purchase such rights, title and interest in, to and under the Purchaser's Debentures and the Purchaser's Warrants from the Seller.

Sale, Purchase and Assignment. 2.1 Sale and Purchase of KG-Interests, GmbH-Shares, Partners’ Loan Claims and Shareholders’ Loan Claims; Right to Profits Each Seller hereby agrees to sell, and the Purchaser hereby agrees to purchase, upon the terms and conditions of this Agreement, the KG-Interests and the GmbH-Shares held by the individual Sellers. The KG-Interests and the GmbH-Shares are sold to the Purchaser with all rights and obligations pertaining thereto with economic effect (schuldrechtlicher Wirkung) as from 1 October 2007, 0:00 hours CEST (the “Contractual Effective Date” - wirtschaftlicher Stichtag). All profits and losses of the Company and DYNA GmbH shall pertain to the Purchaser other than preliminary distributions (Vorabentnahmen) and additional payments in an aggregate amount of up to EUR 5,989,092.52 (Euro five million nine hundred eighty-nine thousand ninety-two and 52/00) for the business year ended on the Calculation Date that have already been paid from the Company to the Sellers. For the avoidance of doubt, the parties agree, that any claims of Sellers 1 through 3, resulting from their service agreements as managing directors of the Company (Geschäftsführer-Anstellungsverträge), dating of 7 September 2001, especially claims on a bonus and on payment of VAT, are not sold and assigned, but stay in the ownership of the respective Seller. Each Seller hereby agrees to sell, and the Purchaser hereby agrees to purchase, upon the terms and conditions of this Agreement, the Partners’ Loan Claims and Shareholders’ Loan Claims belonging to such individual Seller. 2.2 Assignment of the KG-Interests, GmbH-Shares, Partners’ Loan Claims and Shareholders’ Loan Claims 2.2.1. Seller 1 hereby assigns (abtreten) to the Purchaser (i) the KG-Interest 1, (ii) the GmbH-Share 1, (iii) Partner Loan Claim 1 and (iv) Shareholder Loan Claim 1. 2.2.2. Seller 2 hereby assigns (abtreten) to the Purchaser (i) the KG-Interest 2, (ii) the GmbH- Share 2, (iii) Partner Loan Claim 2 and (iv) Shareholder Loan Claim 2. 2.2.3. Seller 3 hereby assigns (abtreten) to the Purchaser (i) the KG-Interest 3, (ii) the GmbH-Share 3, (iii) Partner Loan Claim 3 and (iv) Shareholder Loan Claim 3. 2.2.4. Seller 4 hereby assigns (abtreten) to the Purchaser (i) the KG-Interest 4, (ii) the GmbH-Share 4, (iii) Partner Loan Claim 4 and (iv) Shareholder Loan Claim 4 (the assignments pursuant to Sections 2.2.1 through and including 2.2.4 the “Assignments”). 2.2.5. The Purchaser hereby accepts the Assignments from the Sellers. ...

Sale, Purchase and Assignment. 1.1. Subject to terms and conditions of this Agreement, the Seller shall sell, convey, assign, transfer and deliver to the Purchaser the following assets (the "Purchased Assets"): 1.1.1. all rights and interest of the Seller in the Interactive Voice Response Hardware ("IVR Hardware") owned by the Seller which are identified in Schedule 1. 1.2. Subject to terms and conditions of this Agreement, the Seller shall assign, transfer and deliver to the Purchaser the following assets (the "Assigned Assets"): 1.2.1. all rights and interests of the Seller in the telephone lines connected to IVR Hardware, which are identified in Schedule 1.2.1; 1.2.2. all rights and interests of the Seller in the telephone numbers assigned to the telephone lines described in 1. 2.1. above;

Sale, Purchase and Assignment

Related to Sale, Purchase and Assignment

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.
Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. 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. Party A shall be discharged of its obligations to Party B to the extent of any such performance.
Transfer, Amendment and Assignment No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").
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 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.
Void Assignment Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
Parties Bound; Assignment This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder.
SUBLEASING AND ASSIGNMENT The Sublessee may not lease, sublease, or assign the Premises without the prior written consent of the Sublessor.
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.
Assignment/Transfer The Credit (or a portion thereof as earned) under this Agreement may be assigned to an “Affiliated Corporation” in accordance with RTC section 23663. As stated in RTC section 23689(i)(1), this Agreement shall not restrict, broaden, or alter the ability of Taxpayer to assign the Credit in accordance with RTC section 23663. In order to transfer this Agreement as a result of a sale or merger, prior written consent of GO- Biz must be obtained or the transfer will be void. Such transfer shall be permitted if GO-Biz determines that the transfer would further the purposes of the CCTC program and benefit California. Prior to GO-Biz consenting to the transfer, the new entity must disclose to GO-Biz the number of California full-time employees it employed at the time of acquisition or merger and any other information GO-Biz requests that applicants for a CCTC provide pursuant to a CCTC application.

Sale, Purchase and Assignment Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses

Related to Sale, Purchase and Assignment