Assignment and Sale Clause Samples

Assignment and Sale. 19.1 Subject always to the provisions of Clause 20 (Change of and Role of Security Trustee), no party hereto shall be entitled to assign all or any part of its rights or obligations hereunder to any other party without the prior written consent of each of the other parties hereto (which shall not, if requested, be unreasonably withheld) save that the Issuer shall be entitled to assign whether by way of security or otherwise all or any of its rights under this Agreement without such consent to the Security Trustee pursuant to the Deed of Charge and the Security Trustee may at its sole discretion assign all or any of its rights under or in respect of this Agreement without such consent to any successor or additional Security Trustee in exercise of its rights under the Deed of Charge. 19.2 The Seller acknowledges that on the assignment pursuant to the Deed of Charge by the Issuer to the Security Trustee of the Issuer's rights under this Agreement, the Security Trustee may enforce such rights in the Security Trustee's own name without joining the Issuer in any such action (which right the Seller hereby waives) and the Seller hereby waives as against the Security Trustee any rights or equities in its favour arising from any course of dealing between the Seller and the Issuer.

Assignment and Sale. The Seller hereby sells and assigns to the Trust, and the Trust hereby acquires from the Seller, the Québec Pool Assets. Such sale and assignment of the Québec Pool Assets constitutes an absolute sale and assignment of the Québec Pool Assets. Notwithstanding anything to the contrary, whenever the expression “Trust’s Co-Ownership Interest” is used in the Purchase Agreement, it shall include a 100% ownership interest in the Quebec Receivables.

Assignment and Sale. Permittee agrees that it will not sell, convey, transfer, or assign this Permit. Any attempt to sell, transfer or assign this permit will result in cancellation of this Permit.

Assignment and Sale. 1.1.1. Borrower shall offer to sell to Lender as absolute owner, with full recourse, such of ▇▇▇▇▇▇▇▇'s Accounts as submitted to Lender for purchase. 1.1.2. Each Account submitted by Borrower for purchase shall be accompanied by such documentation supporting and evidencing the Account. 1.1.3. Lender may not purchase any Account which will cause the unpaid balance of Purchased Accounts to exceed the Maximum Line Amount. 1.1.4. Accounts submitted to Lender must exceed Minimum Invoice Size as stated within the General Rates and Fees, except as otherwise agreed by both parties in an Authenticated Record. 1.1.5. Lender shall pay the Purchase Price, of any Purchased Account, less any amounts due to Lender from Borrower, including, without limitation, any amounts due under Sections 2.1 and 3.1 hereof, to Borrower within five (5) business days of the Purchase Date, whereupon the Accounts shall be deemed purchased hereunder. 1.1.6. Upon execution of this Agreement, ▇▇▇▇▇▇▇▇ shall pay the Closing Fee. 1.1.7. All Purchases shall be made at the absolute sole discretion of the Lender.

Assignment and Sale. Without the prior written consent of the Bank, the Company may not sell, assign or transfer this Reimbursement Agreement or any of the Related Documents or any portion hereof or thereof, including without limitation the Company's rights, title, interests, remedies, powers, and duties hereunder or thereunder.

Assignment and Sale. 2.1.1 Seller shall sell to Purchaser as absolute owner, with full recourse, such of Seller's Accounts as are listed from time to time on Invoice Delivery Schedules. 2.1.2 Each Invoice Delivery Schedule shall be accompanied by such documentation supporting and evidencing the Accounts as Purchaser shall from time to time request. 2.1.3 Purchaser may purchase from Seller such Accounts as Purchaser determines to be Eligible Accounts, so long as the unpaid balance of Purchased Accounts does not exceed, before and after such purchase, the Maximum Amount. Notwithstanding, in the event Purchaser purchases Accounts in excess of the Maximum Amount, all of Purchaser’s rights and Seller’s duties under this ARPA shall apply. 2.1.4 Purchaser shall pay the Purchase Price, less any amounts due to Purchaser from Seller, including, without limitation, any amounts due under Section 2.3.1 hereof, of any Purchased Account, to any demand Deposit Account maintained by Seller, or represented by an employee of Seller to be maintained by Seller, within two (2) business days of the Purchase Date, whereupon the Accounts shall be deemed purchased hereunder. 2.1.5 Seller shall present Accounts for purchase in accordance with Section 2 of this ARPA no less than once every week.

Assignment and Sale. 8.1 Licensor agrees not to transfer or assign its interest in this License Agreement without the prior written consent of the Licensee. If Licensor transfers this License Agreement, the transferor shall be equally bound to Licensor’s obligations to the Licensee as defined in this License Agreement. 8.2 In the event Licensor desires to assign all or any part of its rights, privileges and interests under this License Agreement, Licensor shall first offer (“Right of First Offer”) such assignment to Licensee by notifying Licensee in writing of the terms and conditions upon which Licensor would be willing to make such an assignment; and Licensee shall have the right to acquire said rights, privileges and interests of Licensor by accepting the offer in accordance with said terms and conditions or equivalent cash. If within fifteen (15) days after receipt of Licensor’s notice, Licensee advises Licensor of its acceptance of the offer as stated in the notice, Licensor agrees to promptly make the assignment to Licensee on the stated terms and conditions and shall have an additional thirty (30) business days, if the assignment price is less than $1 Million Dollars and sixty (60) days if the assignment price is over $1 Million Dollars, to pay for the same with delivery against payment. 8.3 If within fifteen (15) days after receipt of Licensor’s notice, Licensee does not indicate its acceptance of the offer as stated in the notice, Licensor shall thereafter have the right, subject to the prior written consent of Licensee, to make the assignment to another person, firm or corporation on the same terms and conditions as stated in the notice. Should the Licensee not exercise its Right of First Offer and should the contemplated assignment not be completed within ninety (90) days from the date of Licensor’s notice, or should the terms and conditions thereof be altered in any way, this Right of First Offer shall be reinstated in any subsequent proposed assignment, or the altered terms and conditions for the current transaction, must again be offered by Licensor in accordance with the terms of Paragraph 8.2. 8.4 Immediately prior to Licensor going into bankruptcy, Licensee shall have a Right of First Offer on any of Licensor’s assets at fair market value. 8.5 It is hereby agreed that prior to sale to a third party contemplated pursuant to Paragraphs 8.1 and 8.2 above, the purchaser shall agree to be bound by the terms of this License Agreement and to assume all of Licensor’s ...

Assignment and Sale. 2.1.1 Seller shall offer to sell to Purchaser as absolute owner, all of Seller's Accounts by listing them from time to time on Schedules of Accounts, sent by Seller to Purchaser. Upon purchase, Purchaser will assume the risk of non-payment on Purchased Accounts, so long as the cause of non- payment is solely due to the occurrence of an Insolvency Event. If the Insolvency Event occurs subsequent to the repurchase of any Account by Seller as required hereunder, Purchaser's assumption of such credit risk is conditioned on Seller so advising Purchaser in writing within sixty (60) days after the occurrence of such Insolvency Event, whereupon Purchaser shall repurchase such Account for the then unpaid Face Amount. 2.1.2 Each Schedule of Accounts shall be accompanied by such documentation supporting and evidencing the Account as Purchaser shall from time to time request. 2.1.3 Purchaser shall purchase from Seller such Accounts as Purchaser determines to be an Eligible Account, so long as the total outstanding Purchase Price of Purchased Accounts does not exceed, before and after such purchase, the Maximum Amount. 2.1.4 Purchaser shall pay the Purchase Price, less any amounts due to Purchaser from Seller, including, without limitation, any amounts due under Section 2.3 hereof, of any Purchased Account, to Seller's Account within two (2) business days of the Purchase Date, whereupon the Accounts shall be deemed purchased hereunder. 2.1.5 Purchaser shall pay to Seller any unpaid balance of the Purchase Price of any Purchased Account which has been the subject of an Insolvency Event within ninety days of the date on which Purchaser acquires knowledge thereof.

Assignment and Sale. Seller hereby sells and shall continue to sell to Purchaser as absolute owner, and Purchaser hereby purchases and shall continue to purchase from Seller, without recourse (except as otherwise provided in this paragraph) Seller's Accounts as Purchaser determines in its sole discretion. Each Account shall be accompanied by such documentation supporting and evidencing the Account as Purchaser may request. Purchaser shall pay the Purchase Price of any Purchased Account, less (i) the Reserve Percentage multiplied by the Purchase Price and (ii) any amounts due to Purchaser from Seller, within two (2) Business Days of the Purchase Date. Seller represents that at the time they are presented to Purchaser, all Purchased Accounts are true, correct, and collectible and are sold to Purchaser free and clear of any claims, other than ordinary course de minimis claims. Purchaser may, but need not, purchase from Seller only such Accounts as Purchaser determines to be Eligible Accounts. With respect to Purchased Accounts, ▇▇▇▇▇▇▇▇▇ agrees to assume the risk of any loss, to the extent such Purchased Account exceeds Seller’s Reserve Accounts, arising solely from the inability of any Account Debtor and/or Payor to pay any invoice relating to such Account at maturity or when such amount otherwise becomes due (“Credit Risk”), provided that such Account Debtor and/or Payor has received and accepted the related goods or services without any dispute, deduction, setoff, defense, claim or counterclaim of any kind by such Account Debtor and/or Payor against Seller relating to such goods or services (a “Dispute”).