Assignment of Transfer Agreement Clause Samples

Assignment of Transfer Agreement. Representations and Warranties as to the Individual Mortgage Loans and the Mortgage Pool. Pursuant to Section 2.01, each Depositor assigns to the Trustee (for the benefit of the Certificateholders) all of its right, title and interest in, to and under the Transfer Agreement including, without limitation, the representations and warranties of the Originators made to the Depositors pursuant to Section 3.01 of the Transfer Agreement. The Depositors hereby represent and warrant to the Trustee that the Depositors have taken no action which would cause such representations and warranties of the Originators to be false in any material respect as of the Closing Date, and acknowledge that the Trustee relies on the representations and warranties of the Depositors under this Agreement and of the Originators under the Transfer Agreement in accepting the Mortgage Loans and executing and delivering the Certificates. The foregoing representation and warranty speaks as of the Closing Date, but shall survive the transfer and assignment of the Mortgage Loans to the Trustee for the benefit of the Certificateholders. Each Depositor hereby represents and warrants as follows to the Trustee, the Certificate Insurer and the Certificateholders, with respect to each Mortgage Loan as of the Closing Date (except as otherwise indicated); provided, that all references to percentages of the Mortgage Loans in this Section 3.02 refer in each case to the percentage of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (rounded to two decimal points): (a) The information with respect to each Mortgage Loan set forth in the Mortgage Loan Schedule is true and correct; (b) All of the original or certified documentation set forth in Section 2.04 (including all material documents related thereto) has been or will be delivered to the Trustee (or the Custodian on behalf of the Trustee) on the Closing Date or as otherwise provided in Section 2.04; (i) Each Mortgage Loan is principally secured by Mortgaged Property. Each Mortgaged Property is improved by a one- to four-family Residential Dwelling, which, to the best of such Depositor's knowledge, does not include (A) cooperatives, (B) mobile homes, other than permanently affixed mobile homes which do not constitute other than real property under state law, or (C) manufactured housing units, as defined in the FNMA Selling Guide, which constitute more than approximately 0.97% of the Mortgage Loans in the Fixed Rate Group and a...
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Assignment of Transfer Agreement. CDL hereby assigns to CancerVax, as of the date hereof and pursuant to Section 16.1 (last sentence) of the Transfer Agreement, all of CDL's right, title, interest and obligations under the Transfer Agreement, and CancerVax hereby accepts such assignment and assumes all of CDL's right, title, interest and obligations under the Transfer Agreement. CancerVax further agrees to keep, perform, comply with and fulfill all of the terms and obligations of CDL under the Transfer Agreement.
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Assignment of Transfer Agreement. Representations and Warranties as to the Individual Mortgage Loans and the Mortgage Pool................................................ Section 3.03
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Assignment of Transfer Agreement. Representations and ----------------------------------------------------- Warranties as to the Individual Mortgage Loans and the Mortgage Pool. --------------------------------------------------------------------
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Assignment of Transfer Agreement. The Company hereby completely and irrevocably transfers and assigns to Apple Fund all of the Company’s rights, interests, obligations and duties in, to and under the Transfer Agreement, and Apple Fund hereby accepts the assignment of the Transfer Agreement and undertakes to perform all of the Company’s duties and obligations under the Transfer Agreement. Pursuant to Section 9 of the Transfer Agreement, Lion ES Merger, LLC, a Virginia limited liability company and successor by merger to Apple Two, by its execution of the consent attached hereto as Exhibit A, has consented to the assignment of the Transfer Agreement from the Company to Apple Fund. Apple Fund does hereby, on behalf of itself and, to the extent allowed under applicable law, its officers, directors, shareholders, partners, affiliates, employees, agents, representatives, successors and assigns (and their respective Affiliates), release and forever discharge the Company and its officers, directors, shareholders, partners, affiliates, employees, agents, representatives, successors and assigns (and their respective Affiliates) from all Liabilities (as defined below) arising out of or relating to the Transfer Agreement prior to the date hereof, without regard to the legal nature of the Liabilities and without regard to whether any such Liabilities arise from or are based upon tort, equity or implied or express contract of any sort.
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Related to Assignment of Transfer Agreement

  • Effect of Transfer Certificate A Transfer Certificate takes effect in accordance with English law as follows: (a) to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender’s title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender; (b) the Transferor Lender’s Commitment is discharged to the extent specified in the Transfer Certificate; (c) the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified in the Transfer Certificate; (d) the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them; (e) any part of the Loan which the Transferee Lender advances after the Transfer Certificate’s effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the transferor’s title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed; (f) the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under Clause 5.7 and Clause 20, and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and (g) in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount. The rights and equities of the Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim.

  • 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.

  • Transfer and Assignment of Interests With the exception of transfers between family members, stated in 6.3, Members who wish to transfer, assign, convey or sell their Membership Interest must obtain unanimous written approval from the other Members. The other Members may approve or reject this request in their sole discretion.

  • Instruments of Transfer The Stockholder is delivering to LandCARE certificates representing all of the Shares, duly endorsed (or accompanied by duly executed stock powers).

  • Effective Date of Transfer Any assignment of a Limited Partner's Interest or Special Limited Partner's Interest pursuant to Section 12.1 shall become effective as of the first day of the calendar month in which the last of the conditions to such assignment are satisfied.