Assignment of Ownership Interests. Insignia hereby grants, assigns, transfers, conveys and delivers to the Trust, all of Insignia's right, title and interest in and to the Interests free and clear of all liens, encumbrances, security interests and competing claims, other than those contained in the governing documents of the various entities to which the Interests relate (the "GOVERNING AGREEMENTS").
Assignment of Ownership Interests. The Obligations are further secured by one or more Pledge, Assignment and Security Agreements, pursuant to which the owners of each of the Borrowers have assigned to the Administrative Agent for the benefit of the Lenders one hundred percent (100%) of all partnership or member interests in each of the Borrowers.
Assignment of Ownership Interests. The Obligations are further secured by the Pledge, Assignment and Security Agreement pursuant to which SSLII has assigned to Agent, for the ratable benefit of Lenders, one hundred percent (100%) of its ownership interests in Borrower.
Assignment of Ownership Interests. An Assignment of Ownership Interests in the form attached hereto as Exhibit X (an “Assignment”) executed by Contributor with respect to the SPE, absolutely and unconditionally assigning, contributing, transferring, conveying and delivering to Venture good, indefeasible title to and ownership of one hundred percent (100%) of the Ownership Interests in the SPE free and clear of all security interests, liens, charges and encumbrances.
Assignment of Ownership Interests. A counterpart signature page to each of the Assignments executed by Venture.
Assignment of Ownership Interests. With respect to each of the Properties listed on Exhibit 2 to this Amendment, the Seller of such Property shall transfer its ownership interest to a newly formed single purpose entity limited liability company or other legal entity mutually agreeable to Parent and Buyer and the conveyance contemplated by the Agreement shall be effectuated by the transfer to Buyer (and/or its nominee) of one hundred percent (100%) of the ownership interests in such entities. Such transfers shall satisfy all of the requirements of Section 6.6 of the Agreement.
Assignment of Ownership Interests. Notwithstanding the foregoing, by agreement of Buyer and one or more Sellers made on or before the end of the Due Diligence Period, each such Seller shall transfer its ownership interest in each of the Properties to newly formed single purpose entity limited liability companies or other legal entities (collectively, the “Limited Liability Companies”), and the conveyance contemplated hereunder shall be effectuated by the transfer to Buyer (and/or its nominee) of one hundred percent (100%) of the ownership interests in such entities. In such instance, Sellers shall deliver to Buyer all necessary assignments of ownership interests in lieu of the Warranty Deed. In addition, to the extent appropriate, all other documents to be delivered by such Sellers at Closing shall be modified to reflect that Buyer shall be acquiring interests in a Limited Liability Company rather than a conveyance of title to the Properties. Sellers agree to this solely as an accommodation to Buyer and make no statement, representation, or opinion whatsoever as to the tax consequence of the assignment of ownership interests for federal, state or local taxation. Buyer shall execute and deliver at Closing an agreement under which Buyer shall indemnify and hold harmless Sellers from any and all claims, costs, losses, liabilities, or penalties resulting from the transfer of ownership interests in lieu of real property interests, including Sellers’ attorney fees and other costs of defense. The following agreements and representations shall apply, in the event that Buyer elects to purchase or Seller elects to sell ownership interests instead of the Property, as allowed in this Section 6.6:
Assignment of Ownership Interests. The sale and transfer of the Ownership Interests will be effected by delivery by the Sellers to Buyer of such instruments of assignment or transfer as Buyer may reasonably request.
Assignment of Ownership Interests. An Assignment of Ownership Interests, copies of which is attached as Exhibit E;
Assignment of Ownership Interests. All members of Borrower shall execute and deliver to Lender an Assignment of Ownership Interest (“Assignment of Ownership Interest”) in form and substance acceptable to Lender.
