Assignment of the Claims Sample Clauses
The Assignment of the Claims clause defines the conditions under which one party may transfer its rights or interests in specific claims to another party. Typically, this clause outlines whether such assignments are permitted, if prior written consent is required, and any exceptions or limitations that apply. For example, it may prohibit assignment without the other party’s approval or allow assignment only in connection with a merger or sale of business. Its core practical function is to control and clarify the transferability of claims, thereby protecting parties from unwanted or unauthorized changes in who holds rights under the agreement.
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Assignment of the Claims. (a) In consideration of the mutual covenants and agreements in, the sufficiency of which is hereby acknowledged by the Parties, and upon the terms and subject to the conditions of, this Agreement:
(i) subject to the satisfaction, or waiver by Seller, of the conditions in Section 4(a) hereof, Seller irrevocably sells, transfers, assigns, grants and conveys the Transferred Rights to Purchaser with effect on and after the Effective Date; and
(ii) subject to the satisfaction, or waiver by Purchaser, of the conditions in Section 4(b) hereof, Purchaser irrevocably acquires the Transferred Rights with effect on and after the Effective Date.
(b) As used herein, “Transferred Rights” means an undivided 100% interest in Seller’s and Original Holder’s right to and title and interest in:
Assignment of the Claims. Red Gold does hereby sell and assign any and all interest Red Gold has in the Claims to O'Hara. In so doing, Red Gold further agrees that Red Gold will assist O'Hara to do whatever is necessary to register the assignment of the Claims to O'Hara and ownership of the Claims in O'Hara's name with all appropriate governmental and/or non-governmental entities as may be required by law or otherwise.
Assignment of the Claims. (a) In consideration of the mutual covenants and agreements in, the sufficiency of which is hereby acknowledged by the Parties, and upon the terms and subject to the conditions of, this Agreement: (i) subject to the satisfaction, or waiver by Seller, of the conditions in Section 4(b) hereof, Seller irrevocably sells, transfers, assigns, grants and conveys the Transferred Rights to Purchaser with effect on and after the Effective Date; and (ii) subject to the satisfaction, or waiver by Purchaser, of the conditions in Section 4(a) hereof, Purchaser irrevocably acquires the Transferred Rights with effect on and after the Effective Date.
(b) As used herein, “Transferred Rights” means an undivided 100% interest in Seller’s right to and title and interest in: (i) the Claims; (ii) any cause of action or claim of any nature whatsoever (including any “claim” as defined in Section 101(5) of the Bankruptcy Code), whether against the Debtors or any other party, arising out of the Claims; (iii) any voting right arising out of the Claims; and (iv) all proceeds of any kind under or in respect of the foregoing, including, without limitation, all cash, securities or other property distributed or payable on account thereof, or exchanged in return therefor.