Assignment of Purchase Agreement. The Seller hereby assigns and otherwise transfers to the Agent (for the benefit of the Agent, each Purchaser and any other Person to whom any amount is owed hereunder) all of the Seller’s right, title and interest in, to and under the Purchase Agreement. The Seller shall file and record all financing statements, continuation statements and other documents required to perfect or protect such assignment. This assignment includes (a) all monies due and to become due to the Seller from the Originators or the Parent under or in connection with the Purchase Agreement (including fees, expenses, costs, indemnities and damages for the breach of any obligation or representation related to either such agreement) and (b) all rights, remedies, powers, privileges and claims of the Seller against the Originators or the Parent under or in connection with the Purchase Agreement. All provisions of the Purchase Agreement shall inure to the benefit of, and may be relied upon by, the Agent, each Purchaser and each such other Person. At any time after a Servicer Replacement Event, the Agent shall have the sole right to enforce the Seller’s rights and remedies under the Purchase Agreement to the same extent as the Seller could absent this assignment, but without any obligation on the part of the Agent any Purchaser or any other such Person to perform any of the obligations of the Seller under the Purchase Agreement (or any of the promissory notes executed thereunder). All amounts distributed to the Seller under the Purchase Agreement from Receivables sold to the Seller thereunder shall constitute Collections hereunder and shall be applied in accordance herewith.
Assignment of Purchase Agreement. Purchaser hereby assigns and transfers to Assignee all of Purchaser’s right, title, claim and interest in and to the Purchase Agreement, the Property, and all sums paid or deposited into escrow or to Seller by Purchaser in connection with the Purchase Agreement.
Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser, the Trustee and the Credit Enhancer. The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser, except that the Purchaser acknowledges and agrees that the Seller may assign its obligations hereunder to any Person into which the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller is a party or any Person succeeding to the business of the Seller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Investor Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to such Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee or the Credit Enhancer under the Pooling and Servicing Agreement. Such enforcement of a right or remedy by the Trustee or the Credit Enhancer shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.
Assignment of Purchase Agreement. The Mortgage Loan Seller for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, sells, transfers, assigns, delivers, sets-over and conveys to the Purchaser all the right, title and interest of the Mortgage Loan Seller in, to and under the Mortgage Loans pursuant to each agreement between the Mortgage Loan Seller and the originators of the Mortgage Loans (where such originators are Persons other than the Mortgage Loan Seller) pursuant to which the Mortgage Loan Seller acquired rights in such Mortgage Loan (which agreements are set forth on Schedule II attached hereto), including, without limitation, all of the Mortgage Loan Seller's right, title and interest in any claims, insurance policies, escrow accounts, demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the Mortgage Loans, without recourse, representation or warranty except as set forth herein.
Assignment of Purchase Agreement. On the Original Closing Date, Lessee entered into the Assignment of Purchase Agreement with the Lessor, which was in form and substance reasonably satisfactory to Lessor.
Assignment of Purchase Agreement. Pharmacia hereby assigns to Celltech, and Celltech hereby accepts, (i) all rights and benefits (the “Assumed Rights”) and (ii) liabilities and obligations of Pharmacia under the Supply Agreement which relate to periods after the date hereof and are to be paid, performed, discharged or satisfied after the date hereof, and which do not arise from any breach or failure to perform by Pharmacia on or prior to the date hereof (the “Assumed Liabilities”). Pharmacia is hereby released from all the Assumed Liabilities provided, however, that Pharmacia shall remain solely liable to * for all liabilities and obligations under the Supply Agreement that are not Assumed Liabilities including without limitation any payment obligations which have accrued prior to the date hereof.
Assignment of Purchase Agreement. MLP hereby assigns to TNT GP all of its rights under the Purchase Agreement to purchase the TTFS LP Interest, the TRTGP Interest and the TLFS Interest from Holdings or its designated affiliates, and TNT GP hereby assumes (without any release or novation of MLP) all of such obligations of MLP under the Purchase Agreement.
Assignment of Purchase Agreement. A. Pursuant to Section 11.06(a) of the Purchase Agreement, the Assignor hereby assigns to the Assignee, and the Assignee hereby consents to the assignment of, and assumes, all of the Assignor’s rights, benefits and obligations under the Purchase Agreement.
Assignment of Purchase Agreement. Assignor hereby sells, assigns, sets over and transfers to Assignee, all of Assignor's right, title and interest as the Purchaser under, in and to the Real Property Purchase and Sale Agreement dated June 7, 1996, as amended, between Zuken-Redac, Inc., a California corporation ("Seller"), and Assignor (the "Purchase Agreement").
Assignment of Purchase Agreement. Buyer hereby assigns and transfers to Assignee all of Buyer’s right, title, claim and interest in and to the Purchase Agreement, the escrow opened with LandAmerica Lawyer’s Title Insurance Company pursuant to the Purchase Agreement, the Property, and all sums, if any, deposited into escrow in connection with the Purchase Agreement.
