Assignment of Original Purchase and Sale Agreement Sample Clauses

Assignment of Original Purchase and Sale Agreement. Ares CP Funding LLC hereby assigns all of its right, title and interest as the buyer in the Original Purchase and Sale Agreement to Ares CP Funding Holdings LLC, which shall be the “Purchaser” hereunder. The parties hereto acknowledge such assignment and agree that (i) Ares CP Funding LLC shall no longer be a party hereto, (ii) the Sale Portfolio shall include the Original Portfolio, (iii) the Purchaser may enforce any rights of the Purchaser hereunder pertaining to the Original Portfolio (including, without limitation, any rights of the Purchaser pertaining to the Original Portfolio which would arise in the event the sale hereunder is re-characterized as a secured financing) and (iv) the Trustee, for the benefit of the Secured Parties, as an assignee of the Purchase hereunder, shall have all the rights and benefits that it would have with respect to the Original Portfolio had the Original Portfolio been sold from the Purchaser to the Seller hereunder and the Seller to the Borrower under the Second Tier Purchase and Sale Agreement on each Purchase Date with respect thereto, and the parties hereto agree to take such actions necessary to effectuate the foregoing clauses (i) through (iv).
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Related to Assignment of Original Purchase and Sale Agreement

  • Sale Agreement The Sale Agreement is the only agreement pursuant to which the Seller purchases Collateral.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Co-Sale Agreement The Co-Sale Agreement shall have been executed and delivered by the parties thereto.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.