ASSIGNMENT OF BENEFICIAL INTERESTS Sample Clauses

ASSIGNMENT OF BENEFICIAL INTERESTS. Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller's right, title, interest, duties and obligations in and to the Beneficial Interests owned by Seller in each Equipment Trust and SPLP holding title to the Equipment, all as further set forth on Schedule A hereto. Seller ----------------- hereby represents and warrants to Purchaser that each such Beneficial Interest is free and clear of all liens and encumbrances except Permitted Liens.
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ASSIGNMENT OF BENEFICIAL INTERESTS. The Beneficiaries have the right to assign any part or all of their interests under this Trust. No assignment shall be valid or affect the interest of a Beneficiary hereunder until the original of the assignment shall be delivered to the Trustee and the Trustee's acceptance acknowledged thereon. The Trustee shall revise and update Schedule "C" as necessary. Any assignment of the right to direct the Trustee by a person who is not a Beneficiary hereunder shall not be valid unless all the Beneficiaries consent in writing to said assignment.
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ASSIGNMENT OF BENEFICIAL INTERESTS. No assignment of any beneficial interest by a Beneficiary shall be binding on the Trustee until the original and a duplicate copy of the assignment, in such form as the Trustee may approve, is delivered to the Trustee and the Trustee’s acceptance is indicated on the assignment. The Trustee shall retain an original copy of the assignment and shall deliver the duplicate copy to the assignee. Any assignment not delivered to the Trustee shall be void as to all subsequent assignees or purchasers without notice. The Trustee shall maintain and revise Schedule “B” of this Trust to reflect any changes in ownership of beneficial interests.
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ASSIGNMENT OF BENEFICIAL INTERESTS. This Assignment of Beneficial Interests is made as of , 20___, by [Imperial Premium Finance, LLC, a Florida limited liability company][Imperial PFC Financing II, LLC, a Georgia limited liability company] (“Lender”) for good and valuable consideration, in favor of [Lexington Insurance Company, Inc., a Delaware corporation] (“Insurer”). Lender hereby assigns, transfers and sets over to Insurer, its successors and assigns all of Lender’s right, title and interest in and under the Trust Agreement (and the trust created thereby (the “Trust”)) dated [ , 20___] of which [ ] is the settlor or grantor and of which [] [was][were] the initial beneficiar[y][ies] and of which Lender is the current beneficiary (following foreclosure upon the initial beneficiar[y][ies] interests), including without limitation, ownership of the beneficial ownership interests in or under the Trust Agreement and the Trust, any and all rights to distributions of assets, corpus, income and principal and any rights to amend or terminate the Trust and Trust Agreement. [IMPERIAL PREMIUM FINANCE, LLC] [IMPERIAL PFC FINANCING II, LLC] By: Name: Title: Imperial Life & Annuity Services, LLC 000 Xxxx xx Xxxxxxxx Xxxx., Xxxxx 000 Xxxx Xxxxx, XX 00000 FEE AGREEMENT Date: , 2009 , hereinafter called the “Agent”, as full consideration and compensation for all services of Imperial Life & Annuity Services LLC (“ILAS”) , agrees to pay to ILAS the following fees (“Fee”), in cash, on or about the following dates (“Fee Due Date”) in connection with the financing provided for the policy years and policy indicated below. Initial Fee: Subsequent Fee: Fee Due Date:
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ASSIGNMENT OF BENEFICIAL INTERESTS. Notwithstanding anything to the contrary contained in this Agreement (but without limiting Purchaser's rights to indemnification as specifically provided in Article VII or Purchaser's right to rely upon the closing condition under Section 6.2(c)), to the extent that the sale, assignment, transfer, conveyance or delivery to Purchaser of any Specified Grove Asset is prohibited by any applicable Law or would require any governmental or third party consent, authorization, waiver or approval ("Consent") and such Consent shall not have been obtained on or prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery thereof. Following the Closing, the parties shall use commercially reasonable best efforts and shall cooperate with one another to obtain promptly such Consent. Pending such Consent, the parties shall cooperate with each other in any reasonable and lawful arrangements to provide Purchaser the economic benefits and liabilities of use of such Specified Grove Asset which arrangements shall be at Purchaser's expense if such Consent would not have been required if Purchaser purchased the stock of Kidde rather than the Specified Grove Assets. Once such Consent is obtained, Kidde shall promptly assign, transfer, convey and deliver such Specified Grove Asset to Purchaser for no additional consideration. Purchaser shall indemnify Kidde against any liabilities arising from Purchaser's use of any such Specified Grove Assets after the Closing (except to the extent Purchaser is entitled to indemnification under Article VII). Any payments required to be made to obtain a Consent which is a closing condition under Section 6.2(c) that would not have been required if Purchaser had purchased the stock of Kidde rather than the Specified Grove Assets shall be borne by Purchaser.
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ASSIGNMENT OF BENEFICIAL INTERESTS. This Assignment of Beneficial Interests is made as of , 20 , by Imperial Premium Finance, LLC, a Florida limited liability company (“Lender”) for good and valuable consideration, in favor of [Lexington Insurance Company, Inc., a Delaware corporation] (“Insurer”). Lender hereby assigns, transfers and sets over to Insurer, its successors and assigns all of Lender’s right, title and interest in and under the Trust Agreement (and the trust created thereby (the “Trust”)) dated [ , 20 ] of which [ ] is the settlor or grantor and of which [] [was][were] the initial beneficiar[y][ies] and of which Lender is the current beneficiary (following foreclosure upon the initial beneficiar[y][ies] interests), including without limitation, ownership of the beneficial ownership interests in or under the Trust Agreement and the Trust, any and all rights to distributions of assets, corpus, income and principal and any rights to amend or terminate the Trust and Trust Agreement. IMPERIAL PREMIUM FINANCE, LLC By: Name: Title: LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby irrevocably constitutes and appoints [COLLATERAL-AGENT], and any officer or agent thereof, with full power of substitution, the undersigned’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the undersigned and in the name of the undersigned or in its own name, from time to time, for the limited purpose of carrying out the terms of the Collateral Assignment, Loan Agreement or any other documents contemplated by the Loan Agreement (capitalized terms used but not defined herein shall have the meanings assigned thereto in the Loan Application and Agreement between the undersigned and the [LENDER-NAME] dated as of [DATE] (the “Loan Agreement”)) to take any action that the Collateral Agent is required to take and to execute and deliver any and all documents and instruments necessary or desirable to accomplish the purposes of the Collateral Assignment and to effectuate any right assigned to the Collateral Agent under the Collateral Assignment (including, without limitation, the right to transfer or direct the transfer of ownership of the Life Insurance Policy or the proceeds thereof to the Collateral Agent or a third party designed by the Collateral Agent upon the sole signature of the Collateral Agent following an Event of Default) or Lender under the Promissory Note, as the case may be. The undersigned hereby ratifies, to the exte...
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Related to ASSIGNMENT OF BENEFICIAL INTERESTS

  • Transfer of Beneficial Interests in the Same Global Note Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

  • Shares of Beneficial Interest The Trust is authorized (A) to issue one or more series of beneficial interests within the meaning of Section 3804(a) of the Delaware Act, which shall constitute the Trust's Portfolio(s), and (B) to divide the shares of any Portfolio into one or more separate and distinct Classes. The beneficial interests of the Trust shall be divided into an unlimited number of Shares, with par value of $0.01 per Share. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.

  • Division of Beneficial Interest The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

  • Transfer of Beneficial Interests to Another Restricted Global Note A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

  • All Other Transfers and Exchanges of Beneficial Interests in Global Notes In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

  • Beneficial Interests This Agreement shall inure to the benefit of and be enforceable by Executive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's devisee, legatee, or other designee or, if there be no such designee, to Executive's estate.

  • All Other Transfers and Exchanges of Beneficial Interests in Global Securities In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g).

  • Transfer or Exchange of Beneficial Interests for Definitive Notes If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are registered.

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