Assignments and Endorsements Clause Samples

The "Assignments and Endorsements" clause governs the transfer of rights, obligations, or interests under a contract from one party to another. Typically, it outlines whether and how a party may assign its contractual position or endorse specific rights, often requiring prior written consent from the other party or setting conditions for such transfers. This clause ensures that all parties maintain control over who is involved in the contract, preventing unwanted or unauthorized transfers and thereby protecting the integrity and expectations of the original agreement.
Assignments and Endorsements. Prior to delivering any assets for deposit in the Trust, the Reinsurer shall execute assignments, endorsements in blank, or otherwise transfer of all of its right, title and interest in such assets (according to procedures set forth in the Trust Agreement), so that the Company, or the Trustee upon the Company’s direction, may whenever necessary negotiate title to all shares, obligations or any other assets requiring assignments in order that the Company, or the Trustee upon direction from the Company, may whenever necessary negotiate any such assets without consent or signature from the Reinsurer or any other entity.
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Assignments and Endorsements. 2.4.1 Upon payment of the Purchase Price for the Loan Portfolio on the Closing Date in accordance with the terms of Section 2.3, Seller shall (i) execute and deliver to Buyer a ▇▇▇▇ of sale, in the form of Exhibit A hereto, and (ii) deliver any notes endorsed as set forth in Section 2.4.4 below. 2.4.2 Buyer shall prepare and deliver at Closing any further assignments or other documents (including any specific assignment agreements required in connection with any Acquired Loan where Seller is a participant) as Buyer or Seller deem necessary or appropriate pursuant to this Agreement for the legal transfer to Buyer of Seller’s right, title and interest in and to the Loan Portfolio, all of which must be in form and substance reasonably acceptable to Seller. Buyer will accept a UCC-3 Assignment from Israel Discount Bank of New York, as Custodian under that certain agreement dated September 9, 1993 with Seller’s banks and the SBA for each Acquired Loan as proof of the assignment to Buyer of a first priority security interest in each Acquired Loan (except for those loans set forth on Schedule 3.
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Assignments and Endorsements. Each Mortgage Note is properly endorsed by Seller in blank or to Buyer or its designee and each such endorsement or allonge of Seller is genuine. Each assignment of Mortgage, Mortgage Note endorsement or allonge, any related reassignment of Assignment of Leases or Rents, and assignment of any other agreement executed in connection with such Mortgage Loan, from the Seller to the Buyer, has been duly authorized, executed and delivered by the Seller, and validly and effectively conveys Seller's interest therein to Buyer and constitutes a legal, valid and binding assignment enforceable against the Seller, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other Laws relating to or affecting creditors' rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Each assignment of Mortgage and any related reassignments of Assignment of Leases or Rents, if any, is in recordable form; provided, however, that in the event any such assignment is found to not be in recordable form, Seller's sole obligation shall be to re-execute such assignment in such form as is recordable (with no substantive modification thereto).
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Assignments and Endorsements. Zenith and Riscorp shall, upon execution of this Agreement and from time to time thereafter as required, execute assignments or endorsements in blank of all securities, or other property, standing in the name of Riscorp, as appropriate which are delivered to Trustee to form a part of the Trust Account so that, whenever necessary, Assets held in the Trust Account can be negotiated as provided herein without the consent or signature of Riscorp, or of any other person or entity. Any Assets received by Trustee which are not in such proper negotiable form shall not be accepted by Trustee and shall be returned to Riscorp as unacceptable. In addition, Trustee may hold Assets of the Trust Account in bearer form or in its own name or that of a nominee.
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Assignments and Endorsements. 2.5.1. Upon payment of the Purchase Price specified in and, in accordance with, the terms of Section 2.3, Seller shall execute and deliver to Buyer, and Buyer shall take delivery from Seller of, the Purchased Assets in the manner set forth in Section 2.5.3 and Section 2.5.4 below. In addition, Seller shall execute and deliver such individual assignments as may be reasonably required or requested by Buyer for the legal transfer of Seller's perfected right, title and interest (to the extent so perfected by Seller) in the Purchased Assets purchased by Buyer. Buyer shall be responsible for the preparation and recording of such assignments and for payment of any costs and recording fees associated with recording such assignments. 2.5.2. Should any assignments in addition to those delivered pursuant to Section 2.5.1 above be required by applicable law, Buyer shall prepare and submit such additional assignments to Seller for execution within ninety (90) days after the Closing Date. Buyer shall be responsible for the preparation of and any costs associated with the preparation of such additional assignments and for any costs, including legal fees and expenses, incurred by Seller in connection with the review thereof. Buyer shall also pay any costs or filing fees associated with the recording of such additional assignments. Additionally, any such assignments, including those provided for in Section 2.6.1, shall be without recourse or warranty (except as provided herein) and in a form acceptable to Seller and its counsel. Seller shall have no obligation to execute any additional assignment that is not received by Seller within ninety (90) days after the Closing Date. 2.5.3. Seller shall endorse each Note evidencing the Loan Assets, if any, purchased hereunder in the following manner: Pay to the order of Select-TV (USA) Holdings, Inc., WITHOUT RECOURSE, REPRESENTATION OR WARRANTY except as provided in the Loan Sale Agreement dated March 2, 2015 Zon Capital Partners, L.P. By: ______________________________ Title: _____________________________ Date: _____________________________ 2.5.4. The assignment as to the Loan Assets (other than Notes) shall be in substantially the following form: "For value received and without recourse, except as provided in the Loan Sale Agreement dated ▇▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇ Capital Partners, L.P. does hereby assign, transfer and convey unto Select–TV (USA) Holdings, Inc. the following:".
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Assignments and Endorsements. We hereby assign all the rights and Liabilities under this Agreement in favour of: ..
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Related to Assignments and Endorsements

  • Additional Endorsements The Auto and Commercial General Liability Policies shall name the Texas A&M University System Board of Regents for and on behalf of The Texas A&M University System as additional insured’s.

  • Required Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:

  • Insurance Endorsements The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:

  • Endorsements and Procedures Company agrees to place on the backside of each Check processed for collection at the Bank through this Service a restrictively endorsement which reads “Mobile Deposit to Central Bank”, or words to that effect as satisfactory to Bank. Endorsements must be made on the back of the Check within 1&1/2 inches from the top edge, although Bank may accept endorsements outside this space. Any loss Bank incurs from a delay or processing error resulting from an irregular endorsement or other markings by Company will be Company’s responsibility. Bank may reject any Check payable to co-payees, even if Company is one of the payees listed on the face of the Check. Bank will consider, but is not obligated to accept, Check’s listing Company as one of the co-payees, provided a) the image of the Check presented to Bank under the Service contains the legible signature endorsement of all co-payees to the instrument, including Company; and b) contains a restrictive endorsement above the co-payees signatures which reads “Mobile Deposit to account of [Company’s full name]”. If Company is a sole proprietorship, Checks written as payable in the name of the individual owner of Company may be deposited to Company’s Account at Bank through this Service so long Checks are presented in compliance with the Service’s terms and conditions. Company agrees to comply with any and all other procedures and instructions for use of the Mobile Deposit Service as the Bank may establish from time to time, such as within any applicable Users Guide (the “Procedures”). Cut-off Times for Deposits: Deposits made via Mobile Deposit must be made before 7:00 PM Eastern Standard Time on a Business Day in order to be considered deposited same day. Deposits made after 7:00 PM Eastern Standard Time on a Business Day will be considered deposited the next Business Day. Receipt of Items: Bank reserves the right to reject any item transmitted through Mobile Deposit, at Bank’s discretion, without liability to Company. Bank shall not be responsible for items Bank does not receive or for Check images that are dropped during transmission. An image of an item shall be deemed received when Company receives a confirmation from Bank that we have received the image. Receipt of such confirmation does not mean the transmission was error free or complete. Processing and/or transmission errors can occur after Bank acknowledges receipt that may impact transaction completion. Following receipt of such confirmation, the Bank will process the image by preparing a “substitute check” or clearing the item as an image. Availability of Funds: Once deposited, subject to the cut-off time described above, our policy, in most cases, is to make funds from Company’s Check deposits available to Company on the second Business Day after the day Bank receives the Check in compliance with this Service, unless a different or longer time period is required under Company’s Account Rules and Regulations’ Funds Availability Policy or should Bank decide to apply a longer hold period due to Company’s history of repeated overdrafts or grounds that Bank reasonably believes affects the ultimate collectability of the Check. In all cases, Company will receive full availability of the funds memorialized in Checks accepted by Bank under this Service by the seventh Business Day after Bank accepts the Check for deposit. If Company’s Account has been open 30 days or less, however, Company may not receive full availability until the ninth Business Day after the day of deposit. Disposal of Transmitted Items: After Company receive confirmation that Bank has received and accepted an image of a Check under this Service, and once Company receive full credit for the Check as manifested in Company’s Account balance as communicated by Bank, Company must and shall prominently marking the original Check “VOID” and then destroying that same Check by cross-cut shredding or another commercially acceptable means of destruction. Destroying the Check prevents it from being presented for deposit another time. After destruction of the original Check, the image will be the sole evidence of the original instrument. Company agree that Company will never re-present the original check, nor give the original Check to anyone else for any purpose other than its destruction.

  • NON-ENDORSEMENT As a result of the selection of a consultant to supply services to the City, the consultant agrees to make no reference to the City in any literature, promotional material, brochures, sales presentation or the like without the express written consent of the City.