Sale, Assignment and Transfer Clause Samples

Sale, Assignment and Transfer. In consideration of the receipt of $__________ (such amount being approximately 100% of the Aggregate Principal Balance of the Subsequent Mortgage Loans) from the Unaffiliated Seller, each of the Originators hereby sells, assigns and transfers to the Unaffiliated Seller, without recourse, all of their respective right, title and interest in, to, and under the Subsequent Mortgage Loans and related assets described above, whether now existing or hereafter arising. In consideration of receipt of $__________ (such amount being approximately 100% of the Aggregate Principal Balance of the Subsequent Mortgage Loans) from the Depositor, the Unaffiliated Seller hereby sells, assigns and transfers to the Depositor, without recourse, all of its right, title and interest in, to, and under the Subsequent Mortgage Loans and related assets described above, whether now existing or hereafter arising. In connection with each such sale, assignment and transfer, the Originators and the Unaffiliated Seller shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement with respect to each Subsequent Mortgage Loan.

Sale, Assignment and Transfer. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 1.5 hereof), the Seller shall sell, assign, transfer and set over unto the Buyers, and the Buyers shall purchase the Purchased Interest, free and clear of all liens, claims, security interests, pledges and encumbrances of every kind.

Sale, Assignment and Transfer. Subject to the provisions of this Agreement, Buyer agrees to purchase, and Seller agrees to sell, all Seller's rights, title and interest, to: a) the completed websites as represented by Seller (the “Websites”), including, any and all associated software used in building the Websites and Website users lists and Website data bases containing any Website user or Website information; b) domain names; c) name registrations; d) any goodwill symbolized thereby; and e) and all rights to ▇▇▇ for past infringement, if any, and to receive any recoveries therefore, all as set forth on Exhibit A, hereto and incorporated herein by this reference (the “Purchased Assets”). Seller does hereby sell, assign, convey and transfer to Buyer and Buyer hereby accepts, all of Seller's right, title and interest including but not limited to all of Seller's common law rights in and to the Purchased Assets. In addition Seller hereby sells, assigns, conveys and transfers to Buyer all data, programming code, user or customer lists, moderator contact information and all other information as it pertains to the operation of the Websites listed on Exhibit A. Except as otherwise expressly set forth in Exhibit B attached hereto, the Buyer does not assume any liabilities associated with the Business.

Sale, Assignment and Transfer. The Sub-Franchisor may assign, sell, and transfer ("Transfer") its interest in this Agreement or the Rights granted herein at anytime with FOURTEEN (14) DAYS prior notice to the Franchisor. A Transfer shall also mean the sale of all or a portion of the corporate shares of the Sub-Franchisor resulting in a charge in control. The Sub-Franchisor may without consent of the Franchisor and without notice to the Franchisor assign, sell and transfer all of her interest in this Agreement or the Rights to a corporation incorporated or to be incorporated in the Exclusive Territory (the "Assignee"), of which the Sub-Franchisor or a person of her immediate family (including child, parent, spouse, sibling) is a shareholder. To the extent the Assignee assumes the covenants and obligations of the Sub-Franchisor hereunder, the Sub-Franchisor shall thereupon and without further agreement, be freed and relieved of all liability with respect to such covenants and obligations.

Sale, Assignment and Transfer. The Licensee may assign, sell, and transfer ("Transfer") its interest in this Agreement or the Rights granted herein at anytime with FOURTEEN (14) DAYS prior notice to the Licensor. A Transfer shall also mean the sale of all or a portion of the corporate shares of the Licensee resulting in a charge in control. The Licensee may without consent of the Licensor and without notice to the Licensor assign, sell and transfer all of her interest in this Agreement or the Rights to a corporation incorporated or to be incorporated (the "Assignee"), of which the Licensee or a person of her immediate family (including child, parent, spouse, sibling) is a shareholder. To the extent the Assignee assumes the covenants and obligations of the Licensee hereunder, the Licensee shall thereupon and without further agreement, be freed and relieved of all liability with respect to such covenants and obligations.

Sale, Assignment and Transfer. 1.1 Subject to the provisions of this Agreement, Purchaser agrees to purchase, and Seller agrees to sell, all of Seller’s rights, title and interest, in and to: a) the completed websites located at each of the domains specified on Exhibit A attached hereto (the “Websites”), including, but not limited to, any and all associated software specified on Exhibit C used in building and/or maintaining the Websites, each of the Websites’ users lists and databases containing any of the Websites’ user information or other information related to the Websites and any other intellectual property related to the Websites, including, but not limited to, trademarks related to the Websites, its products and services, copyrights in software and creative content, trade secrets, patents or patents pending and other intellectual property rights and licenses of various kinds related to the Website; b) the domain names listed on Exhibit A (the “Domain Names”); c) name registrations; d) any goodwill symbolized thereby; and e) and all rights to ▇▇▇ for past infringement, if any, and to receive any recoveries therefore (collectively, the “Purchased Assets”). Seller hereby sells, assigns, conveys and transfers to Purchaser and Purchaser hereby acquires, all of Seller’s rights, title and interest including, but not limited to, all of Seller’s common law rights in and to the Purchased Assets. In addition, Seller hereby sells, assigns, conveys and transfers to Purchaser all data, programming code, user or customer lists, moderator contact information and all other information as it pertains to the operation of the Websites. Seller will also assist Purchaser in transferring all revenue generating vendor accounts to Purchaser. Except as otherwise expressly set forth in Exhibit B attached hereto, the Purchaser does not assume any liabilities associated with the business associated with the Websites and Domain Names (the “Business”).

Sale, Assignment and Transfer. As of the Effective Date, each Selling Entity hereby sells, assigns, transfers, conveys and delivers to Purchaser all of such Selling Entity’s right, title and interests in, to or under the Purchased Assets (other than the Transferred Intellectual Property, which shall be conveyed pursuant to an Intellectual Property Assignment) unto Purchaser, free and clear of any Liens other than Permitted Liens. No right, title or interest in the Purchased Assets is reserved to, or retained by, any Selling Entity. Notwithstanding anything to the contrary in this ▇▇▇▇ of Sale, nothing in this ▇▇▇▇ of Sale, the Purchaser is not purchasing, and no Selling Entities are selling, assigning, transferring, conveying or delivering, pursuant to this Assignment, any of the Selling Entities’ (or any of their respective Affiliates’) right, title or interest in any asset that is not a Purchased Asset.

Sale, Assignment and Transfer. 1.1 Subject to the provisions of this Agreement, Purchaser agrees to purchase, and Seller agrees to sell, all of Seller’s rights, title and interest, in and to any and all intellectual property, including but not limited to copyrights, trademarks, patents, trade secrets, process manuals, operation procedure guides, software, as well the assets listed in Exhibit A attached hereto (collectively the “Purchased Assets”). Seller hereby sells, assigns, conveys and transfers to Purchaser and Purchaser hereby acquires, all of Seller’s rights, title and interest including, but not limited to, all of Seller’s common law rights in and to the Purchased Assets. Purchaser does not assume any liabilities associated with the business associated with Seller’s business (the “Business”).

Sale, Assignment and Transfer. In consideration of the [receipt of the related Purchase Price][reconveyance of Deleted Loans to be made on the Transfer Date in connection with a substitution under Section 2.5 of the Purchase Agreement], the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse except as provided in the Purchase Agreement, all of its right, title and interest in, to, and under the Subsequent Transfer Assets relating to the Subsequent Loans identified on Schedule A attached hereto, whether now existing or hereafter arising.