Assignment of Transferred Interests. Assignor by this instrument does convey, sell, transfer, assign and deliver the Assignor's Purchased Interest to Assignee, without any representation or warranty of any nature whatsoever, except as may be expressly set forth in the Purchase Agreement.
Assignment of Transferred Interests. Blocker Parent hereby sells, assigns, transfers, conveys and delivers the Blocker Interests to Purchaser, and Purchaser hereby acquires, accepts and assumes from Blocker Parent all of Blocker Parent’s right, title and interest in and to the Blocker Interests, free and clear of all Encumbrances (other than restrictions on transfer created by the LLC Agreement or applicable securities Laws), with all rights and obligations pertaining thereto, as set forth in and upon the terms and subject to the conditions contained in the Exercise Agreement.
Assignment of Transferred Interests. On the terms and subject to the conditions set forth in this Agreement, Seller agrees that simultaneously with the execution hereof, it will sell and assign to Buyer, and Buyer hereby purchases and accepts from Seller, the Transferred Interests, free and clear of all liens, claims, security interests and encumbrances of any kind other than those created under the Operating Agreement. The Transferred Interests include all of Seller's rights, benefits, privileges, title, interest and power in, to, under and with respect to the Company, including, without limitation, (1) all of Seller's rights, benefits, privileges, title, interest and power in, to, under and with respect to the capital, capital accounts, income, profits (whether distributed or undistributed), net cash receipts, proceeds of sale and refinancing, gains, losses, credits, distributions and property of the Company, and all proceeds, products, avails or realizations of any kind or character of or from any of the foregoing, and (2) all of Seller's rights, benefits, privileges, title interest and powers in, to, under and with respect to, the Company pursuant to the Operating Agreement or applicable law. To effect such assignment, Seller and Buyer shall execute the Membership Interest Assignment and Assumption Agreement substantially in the form attached as Exhibit A. Simultaneously with the execution of this Agreement, Seller shall deliver to Buyer, a release of the Prior Liens, in a form reasonably acceptable to Buyer.
