Purchase and Assumption. Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties of Assignor set forth herein, at each applicable Effective Time, Assignee does hereby (i) purchase and accept each Transferred Interest, (ii) assume all of the Assumed Liabilities relating to each such Transferred Interest and (iii) confirm that it shall be deemed a party to each Trust Agreement as of the Effective Time relating, and with respect, to the Transferred Interest referenced in such Trust Agreement, and agrees to be bound by all the terms of each thereof and hereby undertakes and assumes all of the Assumed Liabilities relating to such Trans ferred Interest; provided, however, that Assignor shall remain liable for the obligations of Assignor relating to Reserved Rights; provided, further, that such purchase, acceptance and assumption shall be effective only upon the satisfaction or waiver, at or prior to the applicable Effective Time for such Transferred Interest, of the conditions set forth in Section 8, such satisfaction or waiver to be evidenced by Assignee's delivery to Assignor of the Assignment and Assumption Agreement for such Transferred Interest. The assumption contemplated hereby, at the applicable Effective Time, as between Assignor and Assignee, shall be deemed to release Assignor from all Assumed Liabilities relating to such Transferred Interest.
Purchase and Assumption. (a) Subject to the terms and conditions set forth in the Agreement as herein supplemented, modified or amended by the provisions of this Exhibit:
Purchase and Assumption. The Bank and First Alliance Bank shall have entered into and shall, prior to or contemporaneously with the Closing hereof, consummate the Purchase and Assumption Transaction pursuant to an agreement substantially in the form of Exhibit 1 attached hereto, as a result of which the financial position of the Bank will conform to the Bank Financial Statement referred to in Section 4.4 hereof.
Purchase and Assumption. The Owner, in exchange for the payment of the applicable Purchase Price by the Servicing Rights Purchaser on the related Closing Date, shall sell, transfer, assign, set over and convey to the Servicing Rights Purchaser, without recourse, but subject to the terms of this Agreement, all of its right, title and interest in and to the Servicing Rights relating to Mortgage Loans specified in the related Bxxx of Sale and Servicer Acknowledgement having a Stated Principal Balance in an amount set forth in such Bxxx of Sale and Servicer Acknowledgement. The Servicing Rights Purchaser hereby purchases and assumes such Servicing Rights from the Owner as of the related Closing Date and the Servicer hereby assumes the servicing of the Mortgage Loans specified in the related Bxxx of Sale and Servicer Acknowledgement as of the Transfer Date in accordance with the terms of the related Servicing Agreement. Upon payment by the Servicing Rights Purchaser of the Purchase Price for Servicing Rights as specified in each Bxxx of Sale and Servicer Acknowledgement, the sale, transfer and conveyance of the related Servicing Rights hereunder shall become final and the Servicing Rights Purchaser shall thereupon be fully vested with all legal and beneficial right, title and interest in and to the related Servicing Rights.
Purchase and Assumption. On the terms and conditions set forth in the ----------------------- Standard Terms, incorporated herein by this reference, in each case as the Standard Terms are herein supplemented, modified or amended,
Purchase and Assumption. 1 1.1 Purchase and Sale of Assets. 1 1.2 Transfer of Assets. 1 1.3 Acceptance and Assumption. 4 1.4 Payment of Funds. 6
Purchase and Assumption. 1 1.1 Purchase and Sale of Assets....................................1 1.2
Purchase and Assumption. In consideration for the assignment set forth in Section 1 above, Buyer has agreed to assist Seller in connection with that certain Securities Purchase Agreement referenced above. In connection therewith, at the Closing, Buyer does hereby purchase and assume, in accordance with the terms thereof, all of Seller's interest in the Promissory Note.
Purchase and Assumption. Subject to the terms and conditions of ----------------------- this Agreement, on the Closing Date, Premiere, or a direct or indirect wholly- owned Subsidiary of Premiere, will purchase from MPI, and MPI will sell, grant, convey, assign, transfer and deliver to Premiere or its direct or indirect wholly-owned Subsidiary, the limited partnership interest held by MPI in VTNLP (the "Partner Interest"), free and clear of all Liens, and Premiere or its wholly owned subsidiary shall assume and perform from and after the Closing Date all obligations of MPI in its capacity as a limited partner arising from and after the Closing Date.
Purchase and Assumption. 2.1 Purchase of Assigned Interests 6
