Common use of Assignment and Consideration Clause in Contracts

Assignment and Consideration. 2.1 The Assignor hereby agrees to assign and transfer the Contracts to the Assignee on the Closing date, free and clear of any mortgage, lien, pledge, security, interest, conditional sales agreement or other encumbrances of any kind whatsoever, subject to the satisfaction of the Conditions Precedent, subject to and in accordance with the provisions of Part I of the Agreement set out below. 2.2 The Assignor hereby agrees to assign and transfer the Employees to the Assignee on the Closing date in accordance with the provisions of Part II of the Agreement set out below, and shall cause each of the Employees to execute an Amendment Agreement with the Assignee substantially in the form set out in Schedule B. 2.3 The aggregate consideration for the assignment of the Contracts and Employment Agreement pursuant to Part I and II of this Agreement respectively, shall be as follows– (i) USD 100,000 to be paid upfront in cash by the Assignee to the Assignor on the Closing, in free and clear funds without any deduction or withholding whatsoever. 2.4 The Assignor shall be entitled to collect the payment directly from the Customers against the bills of Assignor, for the work performed and services rendered by the Assignor to the Customers pursuant to the Contracts up to and including the Closing date.