Sale and Assignment Clause Samples

Sale and Assignment. Subject to the terms and conditions of this Assignment Agreement, Assignor Lender hereby agrees to sell, assign and delegate to each Assignee Lender and each Assignee Lender hereby agrees to purchase, accept and assume the rights, obligations and duties of a Lender under the Credit Agreement and the other Credit Documents with Commitments or Loans equal to the respective amounts set forth under the caption "Commitments or Loans Assigned" opposite such Assignee Lender's name on Attachment 1 hereto. Such sale, assignment and delegation shall become effective on the date designated in Attachment 1 hereto (the "Assignment Effective Date"), which date shall be, unless Agent shall otherwise consent, at least five (5) Business Days after the date following the date counterparts of this Assignment Agreement are delivered to Agent in accordance with Paragraph 3 hereof.

Sale and Assignment. (a) Effective upon the Effective Date, Seller hereby irrevocably sells and assigns to Buyer, and Buyer hereby irrevocably purchases from Seller: (i) all of Seller’s rights, title, interest, and obligations in Seller’s capacity as a holder under the Note (including any and all interest thereunder (including interest accrued thereunder prior to the date hereof)), (ii) all of Seller’s rights, title, interest, and obligations in Seller’s capacity as a “Secured Party” under the Security Agreement dated as of September 2018, among the Borrower and the Secured Parties (defined therein) (the “Security Agreement”), (iii) all of Seller’s rights, title, interest, and obligations in all other documents or instruments delivered pursuant to the Note and Security Agreement or in connection to the Note and Security Agreement to the extent related to the outstanding rights and obligations of Seller (collectively with the Note and Security Agreement, the “Note Documents”), (iii) all associated rights, claims, and interests including, to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of Seller against any person, whether known or unknown, arising under or in connection with the Note Documents, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, 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, and (iv) any rights Seller may have under any other notes issued by Borrower to other holders, including, without limitation, any amendments, restatements or amendments and restatements of the foregoing (the rights and obligations sold and assigned by Seller to Buyer pursuant to clauses (i), (ii) and (iii) above being referred to herein collectively as the “Assigned Interest”). (b) Through its receipt of the Assigned Interest, Buyer agrees to be bound, with respect to the transferred Obligations (as defined in the Security Agreement), by the provisions of the Security Agreement that apply to the Secured Parties. (c) In connection with the assignment of the Assigned Interest to the Buyer, the Seller shall deliver the original Note to the Buyer at the address set forth on Buyer’s counterpart signature page to this Agreement.

Sale and Assignment. Subject to the terms and conditions of this Assignment Agreement, Assignor Participant hereby agrees to sell, assign and delegate to each Assignee Participant and each Assignee Participant hereby agrees to purchase, accept and assume the rights, obligations and duties of a Participant under the Participation Agreement and the other Operative Documents equal to the Tranche A Percentage, Tranche B Percentage, Tranche C Percentage and Proportionate Share set forth under the captions "Tranche Percentages and Proportionate Shares Assigned" opposite such Assignee Participant's name on Part A of Attachment I hereto. Such sale, assignment and delegation shall become effective on the date L-1 277 designated in Part C of Attachment I hereto (the "Assignment Effective Date"), which date shall be, unless Agent shall otherwise consent, at least five (5) Business Days after the date following the date counterparts of this Assignment Agreement are delivered to Agent in accordance with Paragraph 3 hereof.

Sale and Assignment. Upon the terms and subject to the conditions of the Purchase Agreement, and subject to the Applicable Servicing Requirements, Seller, on the Sale Date, hereby sells and assigns to Purchaser, and Purchaser purchases and assumes from Seller, all right, title, interest and obligation of Seller in and to the Servicing Rights to the Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Schedule I and the related Servicing Agreements listed on Schedule II attached hereto.

Sale and Assignment. With respect to the mortgage loans listed on Exhibit A hereto (the "Assigned Loans") purchased by the Assignor from the Company, the Assignor hereby grants, transfers, assigns and sells to the Assignee all right, title and interest of the Assignor, in, to and under (a) the Assigned Loans and the Collateral Files and (b) that certain Mortgage Loan Purchase and Servicing Agreement, dated March 14, 2003, by and between Assignor and the Company (as amended, the "Purchase Agreement"), as the Purchase Agreement relates to the Assigned Loans and only the Assigned Loans and the Assignee hereby assumes all of the Assignor's obligations and duties arising under the Purchase Agreement from and after the date hereof, and the Company hereby acknowledges such sale, assignment and assumption. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any mortgage loans subject to the Purchase Agreement other than the Assigned Loans. Notwithstanding the foregoing, it is understood that neither the Company nor Assignor is released from liability to the other for any breaches of any representations, warranties or covenants made by such party to the other in the Purchase Agreement prior to the date hereof regardless of when such breaches are discovered or made known. The Assigned Loans were previously purchased by the Assignor pursuant to the Purchase Agreement and those certain Purchase Confirmations, dated March 14, 2003, March 28, 2003, April 30, 2003, May 30, 2003, December 23, 2003, February 20, 2004, February 25, 2005, March 31, 2005, April 27, 2005, and May 20, 2005, by and between the Assignor and the Company. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.

Sale and Assignment. Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties of Assignee set forth herein, at each applicable Effective Time, Assignor does hereby sell, assign and transfer to Assignee all of Assignor's present and future right, title and interest in, to and under each Trans ferred Interest including, without limitation, all of the Assumed Liabilities relating to such Transferred Interest; provided that such sale, assignment and transfer shall be effective only upon the satisfaction or waiver, at or prior to the applicable Effective Time for each such Transferred Interest, of the conditions set forth in Section 7, such satisfaction or waiver to be evidenced by Assignor's acceptance from Assignee of the Assignment and Assumption Agreement for each such Transferred Interest.

Sale and Assignment. Seller has granted, bargained, sold, conveyed, transferred, assigned and delivered, and by these presents does grant, bargain, sell, convey, transfer, assign and deliver unto Purchaser, its successors and assigns, the Assets.

Sale and Assignment. (a) Subject to the terms of the Asset Purchase Agreement, the Seller does hereby sell, transfer, convey and assign to the Purchaser all of the Seller’s right, title and interest as of the Closing Date in and to the Purchased Assets. (b) The Purchaser hereby accepts the transfer, assignment and conveyance of the Assumed Contracts and agrees from and after the date hereof to perform the obligations of the Seller under the Assumed Contracts.

Sale and Assignment. Subject to the terms and conditions of this Agreement, the Initial Member hereby sells to the Private Owner, and the Private Owner hereby purchases from the Initial Member, all of the Initial Member’s right, title and interest in and to the Transferred LLC Interest for a purchase price of $171,533,385 (the “Transferred LLC Interest Sale Price”). On the date hereof, in satisfaction of its obligation to pay the Transferred LLC Interest Sale Price, the Private Owner shall (i) remit to the Initial Member, by wire transfer of immediately available funds, to such account as the Initial Member may direct in writing, an amount (the “Purchase Price Payment”) equal to the positive difference (if any) between (x) the Transferred LLC Interest Sale Price and (y) the sum of (A) the ▇▇▇▇▇▇▇ Money Deposit and (B) the Initial Member WCR Account Deposit, and (ii) (x) remit, on behalf of the Initial Member, by wire transfer of immediately available funds, an amount equal to the Initial Member WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account, and (y) remit, on its own behalf, by wire transfer of immediately available funds, an amount equal to the Private Owner WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account.