Note Assignment. In connection with each assignment of an Assigned Note, the Assigned Note shall be endorsed and delivered to the Agent, the assignment of the Assigned Note and the Note Collateral shall be recorded in the applicable land records and financing statements describing the Assigned Note and the Note Collateral shall be filed in the appropriate recording offices.
Note Assignment. Subject to the terms and conditions of this Agreement, the Lender has agreed to assign to the Borrower a promissory note in the amount of ninety five thousand dollars ($95,000), and Borrower acknowledges receipt of the promissory note and all rights title and interest thereto.
Note Assignment. The Investor hereby assigns, grants, transfers, conveys and relinquishes to the Company, and the Company hereby accepts from the Investor, all of the right, title and interest of the Investor in the Sinotop Note. The Investor represents and warrants to the Company that (i) the Investor owns the Sinotop Note free and clear of any lien, encumbrance, claim or interest of any kind, and (ii) there are no restrictions or conditions to the transfer of the Sinotop Note. The Investor agrees that, except for the foregoing representations and warranties, the Sinotop Notes are transferred without any warranties or representations of any kind, express or implied.
Note Assignment. 27 SECTION 3.4 GUARANTIES....................................................27 SECTION 3.5
Note Assignment. 27 Section 3.4 Guaranties ............................................................................................ 28 Section 3.5
Note Assignment. Immediately after Closing, Seller desires to distribute the Note to its members and Buyer agrees to issue assigned notes (the “Assigned Notes”) to Seller’s members. The Assigned Notes shall be substantially the same as the form of the Note as set forth in Exhibit E and shall be issued in accordance with the assignment and transfer provisions of the Note. After the Note assignment, the original Note referenced in Section 1.2 above shall become null and void. The Assigned Notes shall be issued as follows:
Note Assignment. Subject to the terms and conditions set forth in this Agreement, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, as of the date hereof (i) the obligations to fund up to $500,000 on the terms and conditions set forth in the Assignee Promissory Note, (ii) all of the Assignor’s rights and obligations in its capacity as a Lender under the Assignee Promissory Note and any other documents or instruments delivered pursuant or in connection thereto (including for the avoidance of doubt, the Security Agreement and the Intercreditor Agreement), and (iii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Assignee Promissory Note, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”).
Note Assignment. At the Closing, Eddy Goldwasser shall cause xxxx xx xxx xxxders of the Company Notes to deliver to Purchaser the Company Notes together with a Note Assignment in substantially the form attached hereto as ANNEX G (the "Note Assignment")
Note Assignment. At the Closing, Purchaser shall execute in favor of, and deliver to, each of the holders of the Company Notes a Note Assignment.
Note Assignment. Each Class D(2004-D1) Note Assignee is subject to the terms and conditions of this Section 2.09 and its Investment Letter on an ongoing basis and shall make the certifications, representations and warranties contained in its Investment Letter. Any transfer, resale, pledge or other transfer of a Class D(2004-D1) Note (or any interest therein) contrary to the restriction set forth above in this Section 2.09 or made in reliance upon any false representation or warranty made by a transferee in its Investment Letter shall be deemed void ab initio by the Indenture Trustee.
