Assignment of Promissory Notes Clause Samples

The Assignment of Promissory Notes clause establishes the terms under which a party may transfer its rights and obligations under a promissory note to another party. Typically, this clause outlines the procedures for assignment, such as requiring written consent from the original holder or notification to the debtor, and may specify any restrictions or conditions on such transfers. Its core function is to provide a clear framework for the lawful and orderly transfer of promissory notes, thereby ensuring that all parties understand how rights to payment can be reassigned and reducing the risk of disputes over ownership or payment obligations.
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Assignment of Promissory Notes. Company hereby consents to the assignment, transfer and conveyance to Purchaser of all of Lender’s right, title and interest in and to the Promissory Notes and related rights and agrees that Purchasers shall each be entitled to the same benefits and protections as Perseus as purchaser of the Promissory Notes under the Note Purchase Agreement and each and every document and agreement entered into or delivered in connection therewith. Purchaser agrees that Company shall be entitled to the same benefits and protections under the Promissory Notes and each and every document and agreement entered into or delivered in connection therewith to the extent not altered herein.
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Assignment of Promissory Notes. (a) On the Distribution Date, PEC will assign to Snowberry Land Company (“Snowberry”), a Delaware corporation and a member of the Patriot Group all of its rights as the payee under those promissory notes listed on Schedule 2.08(a). (b) On the Distribution Date, PEC will cause Peabody Investments Corp., a Delaware corporation and a member of the PEC Group, to assign to Patriot or a designated member of the Patriot Group all of its rights as lender and payee under the Loan Agreement, dated June 15, 2006, with Kanawha Eagle Coal, LLC, as the borrower.
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Assignment of Promissory Notes. FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the undersigned hereby transfers and assigns to the parties and in the percentages set forth on Exhibit “A” hereto and incorporated herein by this reference, a portion of the undersigned’s right, title and interest in that certain promissory note (“Note”) attached hereto as Exhibit “B” and incorporated herein by this reference. By affixing their signatures to Exhibit “A”, the assignees hereby acknowledge receipt of an interest in the Note, agree to be bound by the terms of the Note, and authorize ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. to take any and all actions necessary and execute any documents necessary for the collection, amendment and enforcement of the Note. DATED: March 20, 2009 THE ▇▇▇▇▇▇ FAMILY TRUST, dated March 3, 1994 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Trustee /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
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Assignment of Promissory Notes. At the Closing, SPC's obligations under the Promissory Notes shall be assumed by Steamboat, which at the time of the Closing will be SPC's majority owner. Concurrently therewith, the following items shall be delivered to the Sellers (who shall also sign those documents referred to below calling for their signatures) and SPC shall be discharged from all liability under the Promissory Notes: (a) A Pledge and Escrow Agreement, in the form attached hereto as EXHIBIT B, whereby Steamboat pledges a number of shares of common stock of SPC (the "PLEDGED SHARES") equal to (i) the unpaid principal amount of the Promissory Notes plus an amount of interest thereon determined at an interest rate of 11.75% per annum (notwithstanding the interest rate set forth in the Promissory Notes), cumulated quarterly, divided by (ii) the price per share of the common stock of SPC offered to the public in the IPO, to secure its obligations under the Promissory Notes, which Pledged Shares shall be held by an independent escrow agent ("ESCROW AGENT") pursuant to escrow instructions set forth in the Pledge and Escrow Agreement. An example for illustrative purposes only of the calculation to determine the number of Pledged Shares is attached hereto as SCHEDULE A, based on a price per share of common stock of $15 in the IPO; (b) Stock certificates representing the Pledged Shares, and duly signed Assignments Separate from Certificate therefore, to be delivered to the Escrow Agent; (c) The personal undertaking of ▇▇▇▇▇▇, in the form attached hereto as EXHIBIT C, guarantying Steamboat's obligations under the Promissory Notes; and (d) A written undertaking from Steamboat, in the form attached hereto as EXHIBIT D, (i) assuming the obligations of SPC under the Promissory Notes, and (ii) agreeing to prepay an aggregate principal amount of $1 million on the Promissory Notes, each Seller to receive its Pro Rata Portion thereof, in the event that the over-allotment option in the IPO is exercised in full (but not otherwise), payable at the closing thereof. Sellers hereby agree that upon delivery of the items set forth above, SPC shall be discharged from any and all obligations under the Promissory Notes and agree to confirm SPC's discharge in writing.
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Assignment of Promissory Notes. An Assignment or Novation of the Promissory Notes executed by Seller, assigning and transferring the Promissory Notes to Purchaser.
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Assignment of Promissory Notes. Under the APN, B44 assigned the First Note for the consideration of $50,000. The Second Note was not assigned and remains outstanding.
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Assignment of Promissory Notes. It is agreed by the Company that although the Promissory Notes shall be legally assigned to it all Promissory Notes shall remain in the possession of the General Partner, as trustee, pursuant to the terms of the Promissory Trust Agreement, to be held as security for the obligations of the Company hereunder and to provide for and record payment by the Company of the Annual Revenue Fee to the Partnership and, if applicable, on behalf of the Company and Limited Partners, reduce the amount of the Promissory Notes, as contemplated in Section 4.2. Copies of the Promissory Notes shall be provided to the Company by the Partnership at the Closing.
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Related to Assignment of Promissory Notes

  • Promissory Notes Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) and in a form attached hereto as Exhibit C. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its permitted registered assigns).

  • Assignment of Agreements Each applicable Borrower shall have executed and delivered to Lender the Assignments of Agreements, and the Assignments of Agreements shall, to the extent prudent pursuant to local practice, have been irrevocably delivered to an authorized title agent for the Title Insurer for such recordation in the appropriate filing offices in the jurisdiction in which the applicable Individual Property is located.

  • Assignment of Proprietary Lease With respect to a Cooperative Loan, the assignment or mortgage of the related Proprietary Lease from the Mortgagor to the originator of the Cooperative Loan.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thom▇▇▇▇ ▇▇▇k Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • Assignment of Agreement The following conditions must be satisfied in order to effectuate any assignment of this Agreement: (i) This Agreement may only be transferred through a book entry system maintained by Principal Life, or an agent designated by it, within the meaning of Temporary Treasury Regulations Section 5f.103-1(c) and Treasury Regulations Section 1.871-14(c)(1)(i). (ii) The Agreement Holder, and any assignee, must comply with applicable securities laws. (iii) Principal Life has consented in writing to the proposed assignment, such consent not to be unreasonably withheld. (iv) Principal Life shall have received from the proposed assignee a duly executed certificate containing, in substance, the information, representations, warranties, acknowledgments and agreements set forth in this Agreement. Any attempted sale, transfer, anticipation, assignment, hypothecation, or alienation not in accordance with this Section 6 shall be void and of no effect. Until such time, if any, as Principal Life has consented in writing to a proposed assignment, Principal Life shall not be obligated to make any payments to or at the direction of anyone other than the person shown on Principal Life’s books and records as the Agreement Holder. Once the foregoing conditions have been satisfied with respect to an assignment, the assignee or its successor shall be deemed to be the sole Agreement Holder for all purposes of this Agreement and Principal Life shall promptly amend its records to reflect the assignee’s status as Agreement Holder.