Assignment of Note Clause Samples

Assignment of Note. The Note shall not be assignable nor transferable without the prior written consent of the Authority; provided, however, that such consent shall not be withheld if: (a) the assignee or transferee delivers to the Authority a written instrument acknowledging the limited nature of the Authority’s payment obligations under the Notes; and‌ (b) the assignee or transferee executes and delivers to the Authority a certificate, in form and substance reasonably satisfactory to the Authority, pursuant to which, among other things, such assignee or transferee represents:‌ (i) that the Note is being acquired for investment for such assignee’s or transferee’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof; (ii) that the assignee or transferee has no present intention of selling, granting any participation in, or otherwise distributing the same; (iii) that the assignee or transferee is an “accredited investor” within the meaning of Rule 501 of the Regulation D under the Securities Act of 1933, as amended; (iv) that the assignee or transferee, either alone or with such assignee’s or transferee’s representatives, has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the prospective investment in the Note and the assignee or transferee is able to bear the economic consequences thereof; (v) that in making its decision to acquire the Note, the assignee or transferee has relied upon independent investigations made by the assignee or transferee and, to the extent believed by such assignee or transferee to be appropriate, the assignee’s or transferee’s representatives, including its own professional, tax and other advisors, and has not relied upon any representation or warranty from the Authority, or any of its officers, employees, agents, affiliates or representatives, with respect to the value of the Note; (vi) that the Authority has not made any warranty, acknowledgment or covenant, in writing or otherwise, to the assignee or transferee regarding the tax consequences, if any, of the acquisition and investment in the Note; (vii) that the assignee or transferee or its representatives have been given a full opportunity to examine all documents and to ask questions of, and to receive answers from, the Authority and its representatives concerning the terms of the Note and such other information as the assignee or transferee desires in order to evaluate the acqu...

Assignment of Note. This Note may not be assigned by Company. The Note may be assigned by Holder with the express written consent of the Company.

Assignment of Note. The Noteholder may not assign, transfer, sell or otherwise dispose of its right, title or interest in this Note without the prior written consent of Buyer, such consent not to be unreasonably withheld or delayed. Any such consent shall include an agreement that any assignee, transferee or purchaser shall agree in writing to become the Noteholder hereunder and to be bound by all of the terms and conditions contained in the Transaction Documents applicable to a “Noteholder,” as such and to be bound by the Subordination Agreement and to enter into documentation to give effect thereto.

Assignment of Note. In exchange for the issuance by Assignee to Assignor of the Shares concurrently with the execution of this Assignment, Assignor hereby grants, assigns and transfers to Assignee, all of Assignor’s rights, title and interest in and to (i) the Note, (ii) the money due and to become due under the Note (with all accrued but unpaid interest), and (iii) all other rights accruing in favor of Assignor under the Note.

Assignment of Note. The Company may not assign or transfer this Note or any of its obligations under this Note in any manner whatsoever without the prior written consent of Payee. The Note may be assigned at any time by the Payee.

Assignment of Note. The Lender reserves the right to assign his rights to collect payment to a third party. Upon doing so, the Lender will direct the Debtors where to make future payments. In the event of such an assignment, the term “Lender” will include the person to whom this Note has been assigned.

Assignment of Note. This Note may only be assigned by Bio Cup to the Stockholders or another Affiliate of the Stockholders (each a “Permitted Assignee”), and any purposed assignment other than to such Permitted Assignees, shall be null and void ab initio.

Assignment of Note. (a) Pursuant to separate documentation in the form attached hereto as Exhibit A (hereinafter referred to as the “Assignment Agreement"), Note Purchaser is concurrently selling to each Purchaser, and each Purchaser is concurrently buying, its respective Percentage Interest in and to the Note and all of Note Purchaser’s Asset Interests all as more fully set forth in Section 1(c) of the Asset Purchase Agreement. (b) Pursuant to separate documentation, BNP Paribas is assigning to BNP Paribas Leasing Corporation, and BNP Paribas Leasing Corporation is assuming, a 100% interest in and to all of BNP Paribas’ existing rights and obligations as Purchaser under the Operative Documents. The parties hereto consent to BNP Paribas’ assignment to BNP Paribas Leasing Corporation and agree that BNP Paribas Leasing Corporation is an “Eligible Assignee”.

Assignment of Note. Borrower shall execute and deliver an assignment of Buck & Bass Note and endorse the Buck & Bass Note to Lender as collateral security for the Notes, in substantially the form of EXHIBIT F attached hereto.