Sale and Assignment Clause Samples

Sale and Assignment. Subject to the terms and conditions of this Assignment Agreement, Assignor Lender hereby agrees to sell, assign and delegate to each Assignee Lender and each Assignee Lender hereby agrees to purchase, accept and assume the rights, obligations and duties of a Lender under the Credit Agreement and the other Credit Documents with Commitments or Loans equal to the respective amounts set forth under the caption "Commitments or Loans Assigned" opposite such Assignee Lender's name on Attachment 1 hereto. Such sale, assignment and delegation shall become effective on the date designated in Attachment 1 hereto (the "Assignment Effective Date"), which date shall be, unless Agent shall otherwise consent, at least five (5) Business Days after the date following the date counterparts of this Assignment Agreement are delivered to Agent in accordance with Paragraph 3 hereof.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from the Company, the Assignor hereby grants, transfers, assigns and sells to the Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans and the Collateral Files and (b) that certain Mortgage Loan Purchase and Servicing Agreement, dated March 14, 2003, by and between Assignor and the Company (as amended, the "Purchase Agreement"), as the Purchase Agreement relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's obligations and duties arising under the Purchase Agreement from and after the date hereof, and the Company hereby acknowledges such sale, assignment and assumption. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Purchase Agreement other than the Assigned Loans. Notwithstanding the foregoing, it is understood that neither the Company nor Assignor is released from liability to the other for any breaches of any representations, warranties or covenants made by such party to the other in the Purchase Agreement prior to the date hereof regardless of when such breaches are discovered or made known. The Assigned Loans were previously purchased by the Assignor pursuant to the Purchase Agreement and those certain Purchase Confirmations, dated March 14, 2003, March 28, 2003, April 30, 2003, May 30, 2003, December 23, 2003, February 20, 2004, February 25, 2005, March 31, 2005, April 27, 2005, and May 20, 2005, by and between the Assignor and the Company. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.

Sale and Assignment. Subject to the terms and conditions of this Assignment Agreement, Assignor Participant hereby agrees to sell, assign and delegate to each Assignee Participant and each Assignee Participant hereby agrees to purchase, accept and assume the rights, obligations and duties of a Participant under the Participation Agreement and the other Operative Documents equal to the Tranche A Percentage, Tranche B Percentage, Tranche C Percentage and Proportionate Share set forth under the captions "Tranche Percentages and Proportionate Shares Assigned" opposite such Assignee Participant's name on Part A of Attachment I hereto. Such sale, assignment and delegation shall become effective on the date L-1 277 designated in Part C of Attachment I hereto (the "Assignment Effective Date"), which date shall be, unless Agent shall otherwise consent, at least five (5) Business Days after the date following the date counterparts of this Assignment Agreement are delivered to Agent in accordance with Paragraph 3 hereof.

Sale and Assignment. Seller has granted, bargained, sold, conveyed, transferred, assigned and delivered, and by these presents does grant, bargain, sell, convey, transfer, assign and deliver unto Purchaser, its successors and assigns, the Assets.

Sale and Assignment. Except for the Excluded Assets described in Paragraph 2 hereof, Grantor hereby grants, bargains, sells, conveys, assigns, transfers, and delivers to Grantee, its successors and assigns, forever, all right, title and interest of Grantor in and to the following property owned by Grantor and located at or used in connection with, and necessary to the operation of the Facility: (a) All furniture, furnishings, trade fixtures, fittings, computers, appliances, apparatus, equipment, machinery, tools, leasehold improvements and fixtures, and all other tangible personal property of every kind and description, together with all accessions, additions, attachments, accessories, appurtenances and replacements parts thereto and thereof (collectively, "Personal Property"); (b) All assignable warranties, surety agreements or guaranties (express or implied) issued in connection with or arising out of the purchase, construction, repair or replacement of any of the foregoing Personal Property, and all rights of Grantor which have accrued or may accrue thereunder; (c) All inventories of consumable and disposable goods and supplies of every kind and description, including without limitation, raw materials, work in progress, stock in trade, finished goods, supplies, paper, food, cleaning materials, disposables, linens and office supplies, (collectively, "Inventory"); (d) All books and records pertaining to the above described Assets. (a) through (d) above are sometimes hereinafter collectively referred to as the "Assets". TO HAVE AND TO HOLD, all and singular the said property unto Grantee, Grantee's successors and assigns, to their own use and enjoyment forever. And the Grantor does hereby covenant with the Grantee that Grantor is, to the best of Grantor's knowledge, the lawful owner of the Assets, that the Assets are free from all liens and encumbrances claiming by, through or under Grantor, and that Grantor has good right and authority to sell the same as aforesaid. Grantor covenants on behalf of itself and its successors and assigns to warrant and forever defend the title to the Assets against all persons whomsoever lawfully claiming, or to claim, by, through or under Grantor, the same or any part thereof.

Sale and Assignment. Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties of Assignee set forth herein, at each applicable Effective Time, Assignor does hereby sell, assign and transfer to Assignee all of Assignor's present and future right, title and interest in, to and under each Trans ferred Interest including, without limitation, all of the Assumed Liabilities relating to such Transferred Interest; provided that such sale, assignment and transfer shall be effective only upon the satisfaction or waiver, at or prior to the applicable Effective Time for each such Transferred Interest, of the conditions set forth in Section 7, such satisfaction or waiver to be evidenced by Assignor's acceptance from Assignee of the Assignment and Assumption Agreement for each such Transferred Interest.

Sale and Assignment. (a) Subject to the terms of the Asset Purchase Agreement, the Seller does hereby sell, transfer, convey and assign to the Purchaser all of the Seller’s right, title and interest as of the Closing Date in and to the Purchased Assets. (b) The Purchaser hereby accepts the transfer, assignment and conveyance of the Assumed Contracts and agrees from and after the date hereof to perform the obligations of the Seller under the Assumed Contracts.

Sale and Assignment. 3.1 Upon the terms set forth in this Agreement and with economic effect (mit wirtschaftlicher Wirkung) as of the Effective Date each relevant Seller hereby sells (verkauft) its respective Shares set out against its name in Schedule 1.1 to the Purchaser, and the Purchaser hereby purchases, and accepts such sale of the Shares; 3.2 Subject to satisfaction or waiver of the Conditions Precedent (aufschiebende Bedingungen) (as defined below), each relevant Seller hereby assigns (▇▇▇▇▇ ▇▇) its respective Shares set out against its name in Schedule 1.1 to the Purchaser, and the Purchaser hereby accepts such assignment of the Shares; 3.3 The Sellers hereby irrevocably waive all option rights, sale rights (Verkaufsrechte), rights of first refusal (Vorkaufsrechte) and rights of first offer (Voranbietungsrechte) or any other rights, to which they may be entitled with regard to the transfer of the Shares contemplated in this Agreement. Moreover, the Parties agree that any and all shares held by the Sellers in the Company shall be sold and transferred to the Purchaser even if the numbering and denomination of the Shares pursuant to Schedule 1.1 should be incorrect. For the avoidance of doubt, the Parties hereby clarify that the Sellers shall be treated (a) within the internal relationship between the Sellers and (b) within the relationship between the Sellers and the Purchaser, as if the Sellers hold the shares in the proportion as set out in Schedule 1.1, unless otherwise provided for in this Agreement. 3.4 The sale and assignment of the Shares shall include all ancillary rights and benefits attached to the Shares, including dividend rights. All profits, including profits attributable to periods ending prior to the Effective Date which have not been distributed before the Effective Date shall be for the benefit of the Purchaser. 3.5 The Sellers as shareholders of the Company have granted their consent to the sale and transfer of the Shares and all rights, claims, agreements and arrangements related thereto. A copy of the consent is attached hereto as Schedule 3.5. 3.6 Seller 1, Seller 4, Seller 5 and Seller 6 delivered written declarations of their respective spouses (Ehegatten bzw. Lebenspartner einer eingetragenen Lebenspartnerschaft) which live in the matrimonial property regimes (ehelicher Güterstand) of common accrued gains (Zugewinngemeinschaft) or joint property (Gütergemeinschaft) granting consent to the sale and transfer of their respective Sellers Shares purs...

Sale and Assignment. Subject to the terms and conditions of this Agreement, the Initial Member hereby sells to the Private Owner, and the Private Owner hereby purchases from the Initial Member, all of the Initial Member’s right, title and interest in and to the Transferred LLC Interest for a purchase price of $171,533,385 (the “Transferred LLC Interest Sale Price”). On the date hereof, in satisfaction of its obligation to pay the Transferred LLC Interest Sale Price, the Private Owner shall (i) remit to the Initial Member, by wire transfer of immediately available funds, to such account as the Initial Member may direct in writing, an amount (the “Purchase Price Payment”) equal to the positive difference (if any) between (x) the Transferred LLC Interest Sale Price and (y) the sum of (A) the ▇▇▇▇▇▇▇ Money Deposit and (B) the Initial Member WCR Account Deposit, and (ii) (x) remit, on behalf of the Initial Member, by wire transfer of immediately available funds, an amount equal to the Initial Member WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account, and (y) remit, on its own behalf, by wire transfer of immediately available funds, an amount equal to the Private Owner WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account.