SMC Note Sample Clauses

SMC Note. (a) ACM Shanghai hereby assigns, transfers and conveys to ACM all of ACM Shanghai's right, title and interest in and to the SMC Note, including the right to collect all sums due thereunder. ACM Shanghai disclaims any further interest in the SMC Note after the Effective Time. (b) ACM hereby assumes all of ACM Shanghai’s obligations under the SMC Note arising or accruing on or after the date of this Agreement. (c) SMC hereby consents, in accordance with Section 8.6 of the SMC Note, to the assignment of the SMC Note by ACM Shanghai to ACM pursuant to this Subsection 1.1 and agrees that all rights, title and interest formerly held by ACM Shanghai in the SMC Note shall by owned and held by ACM as of the Effective Time.

SMC Note. ACM Shanghai is the sole owner of the SMC Note and holds beneficial and legal title to the SMC Note free and clear of any and all liens or other encumbrances, including restrictions on transfer relating thereto. The SMC Note has not been amended or modified prior to the Effective Time, except to the extent of partial payment of the principal thereof as described in Recital B.1 above. No act or omission on the part of SMC or ACM Shanghai has occurred that, alone or with the passage of time, would constitute a default under the SMC Note.