Assignment of Purchase and Sale Agreement Sample Clauses

Assignment of Purchase and Sale Agreement. Purchaser shall assign its interest in this Agreement to the Partnership and the Partnership shall assume all of Purchaser’s obligations hereunder, pursuant to the Assignment of Purchase Agreement.

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Assignment of Purchase and Sale Agreement. (a) Vanguard Permian hereby grants, assigns, conveys, transfers, delivers and sets over to Vanguard Operating all of Vanguard Permian’s right, title and interest in and to the Purchase and Sale Agreement and all documents delivered or to be delivered thereunder.

Assignment of Purchase and Sale Agreement. Purchaser shall assign its interest in this Agreement to the Partnership and Holdco LP, and the Partnership and Holdco LP shall assume all of Purchaser’s obligations hereunder, pursuant to the Assignment of Purchase Agreement.

Assignment of Purchase and Sale Agreement. Originator hereby acknowledges that on the date hereof Buyer has assigned all of its right, title and interest in, to and under this Agreement to the Agent for the benefit of the Buyer pursuant to the Second Tier Agreement and that the Agent and the Buyer are express third party beneficiaries hereof. Originator hereby further acknowledges that after the occurrence of the Termination Date all provisions of this Agreement shall inure to the benefit of the Agent and the Buyer, including the enforcement of any provision hereof to the extent set forth in the Second Tier Agreement, but that neither the Agent nor the Buyer shall have any obligations or duties under this Agreement. Originator hereby further acknowledges that the execution and performance of this Agreement are conditions precedent for the Agent and the Buyer to enter into the Second Tier Agreement and that the agreement of the Agent and Buyer to enter into the Second Tier Agreements will directly or indirectly benefit Originator and constitutes good and valuable consideration for the rights and remedies of the Agent and the Buyer with respect hereto.

Assignment of Purchase and Sale Agreement. Buyer has notified Seller of its intent to assign the Agreement to AmREIT Riverwalk, L.P. at Closing pursuant to an Assignment of Purchase and Sale Agreement, a draft of which has been delivered to and approved by Seller. Seller acknowledges that the required five day notice period in Section 22 of the Agreement is hereby waived by Seller and Seller waives any and all rights of Seller to object to such assignment based on Buyer’s failure to give a five day notice of such assignment prior to Closing.

Related to Assignment of Purchase and Sale Agreement

• Agreement of Purchase and Sale Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:
• Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with Subsection 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Subsection 2.2.
• Purchase and Sale Agreements All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and
• Amendment of Purchase Agreement The Purchase Agreement is hereby amended as follows:
• Terms of Purchase and Sale The purchase price for the Premises shall be Sixty One Million and NO/100 Dollars ($61,000,000.00) (the "Purchase Price"), payable by Purchaser to Sellers as follows:
• Execution of Purchase Agreement The successful bidder has earned the right to make an offer to the Seller; no sale has been completed. The bidder will be required to execute an Irrevocable Real Estate Purchase Agreement immediately following the close of the auction and provide the required Xxxxxxx Money within 24 hours to the Seller in a check payable to Ness Bros. Buyer's offer expires 11:59 P.M. (local time) seven days after the online auction date, unless Seller timely accepts it; the Xxxxxxx Money will be returned if Seller does not accept the successful bid as a primary or secondary offer, subject to any required approvals. --- TAXES: The real estate taxes shall be prorated. Seller shall pay real estate taxes which are payable during the year in which Closing occurs, and taxes payable during the succeeding year, prorated to the date of Closing. Buyer shall assume and pay all subsequent taxes. If at the time of closing the tax xxxx for the Real Estate for the succeeding year has not been issued, taxes payable shall be computed based on the last tax xxxx available to the closing agent. The succeeding year’s tax xxxx, because of recently constructed improvements, annexation, reassessment, or similar items may greatly exceed the last tax xxxx available to the closing agent. --- GUARANTY: Any individual submitting a bid or signing the Purchase Agreement on behalf of any entity agrees to be individually bound by all these terms and conditions and individually responsible for payment of the Xxxxxxx Money and the balance due.
• Sale Agreement The Sale Agreement is the only agreement pursuant to which the Seller purchases Collateral.
• The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.
• Purchase and Conveyance The Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, on a servicing released basis. With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.