Assignment of the Purchase Agreement Clause Samples
The Assignment of the Purchase Agreement clause defines whether and how a party to the agreement may transfer its rights and obligations under the contract to another party. Typically, this clause specifies if prior written consent is required from the non-assigning party before any assignment can take place, and may outline exceptions or conditions under which assignment is permitted, such as to affiliates or in connection with a merger. Its core practical function is to control and limit the transferability of contractual interests, thereby protecting the parties from being forced to deal with unknown or undesirable third parties.
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Assignment of the Purchase Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Agent that the Borrower has assigned to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right and title to and interest in the Purchase Agreement. The Borrower confirms that following an Early Termination Event the Administrative Agent shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Administrative Agent, the Secured Parties or any of their respective Affiliates to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Agent shall terminate upon the Collection Date; provided, however, that the rights of the Administrative Agent and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.
Assignment of the Purchase Agreement. The Borrower hereby assigns to the Trustee, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right, and title and interest in and to (but none of its obligations under) the Purchase Agreement. In furtherance and not in limitation of the foregoing, the Borrower hereby assigns to the Trustee on behalf of the Secured Parties, its right to Indemnification under Section 10.18 of the Purchase Agreement. The Borrower confirms that following a Termination Event the Agent shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Trustee, the Secured Parties or any of their respective Affiliates, to perform any of the obligations of the Borrower under the Purchase Agreement. The Borrower further confirms and agrees that such assignment to the Agent shall terminate upon the Collection Date; provided, however, that the rights of the Trustee and the Secured Parties pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.
Assignment of the Purchase Agreement. The Seller hereby represents, warrants and confirms to the Deal Agent that the Seller has assigned to the Deal Agent, for the ratable benefit of the Purchasers hereunder, all of the Seller's right and title to and interest in the Purchase Agreement. The Seller confirms that following a Payout Event the Deal Agent shall have the sole right to enforce the Seller's rights and remedies under the Purchase Agreement for the benefit of the Purchasers, but without any obligation on the part of the Deal Agent, the Purchasers or any of their respective Affiliates, to perform any of the obligations of the Seller under the Purchase Agreement. The Seller further confirms and agrees that such assignment to the Deal Agent shall terminate upon the Collection Date; provided, however, that the rights of the Deal Agent and the Purchasers pursuant to such assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originator pursuant to the Purchase Agreement, which rights and remedies survive the Termination of the Purchase Agreement, shall be continuing and shall survive any termination of such assignment.
Assignment of the Purchase Agreement. Assignor hereby transfers, assigns, conveys and delivers to Assignee all of Assignor’s right, title and interest in and to the Purchase Agreement, and Assignee hereby accepts such transfer, assignment and conveyance. 2.Assumption of Assignee. Assignee hereby agrees to assume the obligations of Assignor to satisfy, perform and discharge, as the same become due, all liabilities and obligations under the Purchase Agreement.
Assignment of the Purchase Agreement. Each of the Borrower and the Borrower Loan Trustee hereby represents, warrants and confirms to the Collateral Agent that each of the Borrower and the Borrower Loan Trustee has collaterally assigned to the Collateral Agent, for the ratable benefit of the Secured Parties hereunder, all of its right and title to and interest in the Purchase Agreement. Each of the Borrower and the Borrower Loan Trustee confirms that the Collateral Agent shall have the sole right to enforce the Borrower’s and the Borrower Loan Trustee’s, as applicable, rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Collateral Agent, the Secured Parties or any of their respective Affiliates, to perform any of the obligations of the Borrower or the Borrower Loan Trustee under the Purchase Agreement. Each of the Borrower and the Borrower Loan Trustee further confirms and agrees that such collateral assignment to the Collateral Agent shall terminate upon the Facility Termination Date; provided, however, that the rights of the Secured Parties pursuant to such collateral assignment with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made by the Originators pursuant to the Purchase Agreement, which rights and remedies survive the termination of the Purchase Agreement, shall be continuing and shall survive any termination of such collateral assignment.
Assignment of the Purchase Agreement. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, at or prior to the Closing, as hereinafter defined:
(a) Ranor shall assign to the Issuer all of its rights under the Purchase Agreement.
(b) The Issuer shall accept the assignment of the Purchase Agreement and perform Ranor's obligations under the Purchase Agreement to purchase the Company Stock, subject to the Issuer receiving from Ranor or from sources provided by Ranor funding sufficient to enable the Issuer to perform such obligations as hereinafter provided.
Assignment of the Purchase Agreement. The Borrower hereby assigns to the Trustee, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right, title and interest in and to, but none of its obligations under, the Purchase Agreement. The Borrower confirms that, following an Event of Default, the Deal Agent on behalf of the Secured Parties shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase Agreement for the benefit of the Secured Parties.
Assignment of the Purchase Agreement. 21.1 A Party may not assign the rights or obligations under the Purchase Agreement to any Third Party without the other Party’s written consent. If an essential change takes place in the Supplier’s ownership, it shall immediately be reported to MacGregor and the Supplier must assure that the Purchase Agreement will be upheld. MacGregor may, however, without the Supplier’s consent assign the Purchase Agreement to any other company within the MacGregor Group.
Assignment of the Purchase Agreement. (a) This Guaranty shall, without prior notice to the Guarantor, remain in full force and effect with respect to, shall inure to the benefit of, and shall, save as provided herein, be binding upon, any assignee of the Buyer permitted by the Purchase Agreement (“Permitted Assignee”) insofar as it relates to the Guaranteed Obligations under the Purchase Agreement. If requested by the Buyer or any such Permitted Assignee, the Guarantor shall confirm that, upon assignment of the Purchase Agreement to a Permitted Assignee, this Guaranty remains in full force and effect in favor of such Permitted Assignee as to the Guaranteed Obligations under the assigned Purchase Agreement without prior notice to the Guarantor. On request by the Permitted Assignee and/or the Buyer, the Guarantor agrees, upon assignment of the Purchase Agreement to a Permitted Assignee, to execute and deliver to a Permitted Assignee a separate guaranty (in substantially the form of this Guaranty) in respect of the Guaranteed Obligations.
(b) In the event of an assignment by the Seller of the Purchase Agreement as permitted by Clause 20 thereof, this Guaranty shall remain in full force and effect with respect to, shall continue to inure to the benefit of, and be binding upon, the Buyer or any permitted assignee of the Buyer as though such assignment by the Seller had not occurred.
Assignment of the Purchase Agreement. The Seller hereby represents, warrants and confirms to the Deal Agent that the Seller has assigned to the Deal Agent, for the ratable benefit of the Secured Parties hereunder, all of the Seller's right and title to and interest in the Purchase Agreement. The Seller confirms that following an Early Amortization Event the Deal Agent shall have the sole right to enforce the Seller's rights and remedies under the Purchase Agreement for the benefit of the Secured Parties, but without any obligation on the part of the Deal Agent, the Purchasers or any of their respective Affiliates, to perform any of the obligations of the Seller under the Purchase Agreement. The