ASSIGNMENT AND ▇▇▇▇ OF SALE Sample Clauses
ASSIGNMENT AND ▇▇▇▇ OF SALE. This ASSIGNMENT AND ▇▇▇▇ OF SALE is made, delivered and effective as of September 10, 2020, by ▇▇▇▇ Wealth, Inc., a Delaware corporation (the “Transferor”), in favor of Series Gallery Drop 039, a Series of ▇▇▇▇ Gallery LLC, a Delaware series limited liability company (the “Transferee”).
ASSIGNMENT AND ▇▇▇▇ OF SALE. This ASSIGNMENT AND ▇▇▇▇ OF SALE is made, delivered and effective as of March 29, 2021, by ▇▇▇▇ Wealth, Inc., a Delaware corporation (the “Transferor”), in favor of Series Collection Drop 004, a Series of ▇▇▇▇ Collection LLC, a Delaware series limited liability company (the “Transferee”).
ASSIGNMENT AND ▇▇▇▇ OF SALE. The Assignment and ▇▇▇▇ of Sale.
ASSIGNMENT AND ▇▇▇▇ OF SALE. An assignment and ▇▇▇▇ of sale for the Acquired Assets, substantially in the form and to the effect of Exhibit A attached hereto (the “Assignment and ▇▇▇▇ of Sale”);
ASSIGNMENT AND ▇▇▇▇ OF SALE. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Earth Born, Inc., a California corporation, (“Assignor”), does hereby grant, bargain, transfer, sell, assign, convey and deliver to Leafceuticals, Inc, a Nevada corporation, or its assigns (“Assignee”), free and clear of any and all liens, encumbrances, charges or claims, all right, title and interest in and to the Cash and Cash Equivalents, Equipment, Inventory and Supplies, and Receivables as such terms are defined in the Asset Purchase Agreement between the parties of even date herewith. Assignor, for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time forthwith upon the written request of Assignee, at no additional cost to Assignor, Assignor will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, each and all of such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be required by Assignee in order to assign, transfer, set over, convey, assure and confirm unto and vest in Assignee, its successors and assigns, title to the assets sold, conveyed, transferred and delivered by this Assignment and ▇▇▇▇ of Sale. This Assignment and ▇▇▇▇ of Sale is being executed and delivered by Assignor pursuant to the terms of the Asset Purchase Agreement executed between the parties simultaneously herewith. Executed effective as of the ___ day of ______________, 2018. (a California corporation) Name: ▇▇▇▇▇ ▇▇▇▇ Title: COO
ASSIGNMENT AND ▇▇▇▇ OF SALE. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Genesis Media Works, LLC, a Utah limited liability company, (“Assignor”), does hereby grant, bargain, transfer, sell, assign, convey and deliver to Leafceuticals, Inc, a Nevada corporation, or its assigns (“Assignee”), free and clear of any and all liens, encumbrances, charges or claims, all right, title and interest in and to the Cash and Cash Equivalents, Equipment, Inventory and Supplies, and Receivables as such terms are defined in the Asset Purchase Agreement between the parties of even date herewith. Assignor, for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time forthwith upon the written request of Assignee, at no additional cost to Assignor, Assignor will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, each and all of such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be required by Assignee in order to assign, transfer, set over, convey, assure and confirm unto and vest in Assignee, its successors and assigns, title to the assets sold, conveyed, transferred and delivered by this Assignment and ▇▇▇▇ of Sale. This Assignment and ▇▇▇▇ of Sale is being executed and delivered by Assignor pursuant to the terms of the Asset Purchase Agreement executed between the parties simultaneously herewith. Executed effective as of the ___ day of ______________, 2018. Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Member
ASSIGNMENT AND ▇▇▇▇ OF SALE. Shell and Buyer shall execute and deliver counterparts of the Assignment and ▇▇▇▇ of Sale. The Assignment and ▇▇▇▇ of Sale, when delivered at the Closing, shall be effective as of the Effective Time, be without warranty of any kind (e.g., title, fitness, condition), and shall restate (or incorporate by reference) the indemnities, releases and waivers contained in this Agreement.
(i) Exhibit A to this Agreement states Shell's working interest in the OCS Leases, to the best of Shell's knowledge and belief. The Assignment and ▇▇▇▇ of Sale shall not, however, state or warrant the working interests in the OCS Leases assigned to Buyer.
(ii) In addition to transferring the Beta Interests to Buyer pursuant to the terms and conditions of the Assignment and ▇▇▇▇ of Sale, the Assignment and ▇▇▇▇ of Sale shall include a quitclaim of the Quitclaimed Interests.
(iii) If Shell owns an interest after the Escrow Opening in any Beta Interest or Property (including overriding royalties, deep rights and facilities, equipment, or pipelines) or continues to own easements, access rights or other interests for which Shell requires access across the Property in order to exercise its rights, then the Assignment and ▇▇▇▇ of Sale shall reserve unto Shell concurrent interests in the applicable easements, rights-of-way, Agreements and other rights relating to the retained or reserved interests.
(iv) If the Beta Interests include a fee simple interest in real property that has been used for Oil, Gas or other mineral operations, Shell may elect to restrict the future use of the land and include restrictive covenants in the instruments of conveyance.
(v) The Parties shall execute and acknowledge any such other instruments reasonably necessary to effectuate the conveyance of the Beta Interests to Buyer, including without limitation, separate instruments on any officially approved form for the assignment of the OCS Leases and for each lease, easement, franchise, license or similar interest issued by a Governmental Entity.
(vi) At the Escrow Opening, the Assignment and ▇▇▇▇ of Sale shall, along with the other Escrow Opening deliveries, be deposited with the Escrow Agent. Prior to the Closing, in no event shall either Party present the Assignment and ▇▇▇▇ of Sale to any third party or attempt to record the Assignment and ▇▇▇▇ of Sale in any public record.
ASSIGNMENT AND ▇▇▇▇ OF SALE. An instrument substantially in the form of Exhibit C.
ASSIGNMENT AND ▇▇▇▇ OF SALE. The parties shall execute and deliver the Assignment and ▇▇▇▇ of Sale in the form attached hereto as Exhibit 9.3(b).
ASSIGNMENT AND ▇▇▇▇ OF SALE. This Assignment and ▇▇▇▇ of Sale (this “Assignment”) is among (a) Lime Rock Resources A, L.P., a Delaware limited partnership (the “Assignor”), Lime Rock Resources B, L.P., a Delaware limited partnership (“LRR-B”), and Lime Rock Resources C, L.P., a Delaware limited partnership (“LRR-C,” and together with LRR-B, the “NPI Owners”), each of whose address is Heritage Plaza, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Suite 4600, Houston, Texas 77002, and (b) LRE Operating, LLC, a Delaware limited liability company (“Assignee”), whose address is Heritage Plaza, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Suite 4600, Houston, Texas 77002, and is effective as of 12:01 a.m., Central Time, on November 16, 2011 (the “Effective Time”).
