By: /s/ Peter. Hunt Its: Vice President and cfo. The Assumption of liability Agreement must accompany all Construction Agreements when residents are applying to the Strata council to make physical changes within their unit. This applies to all structural renovations (replacing flooring, removing a wall, installing new dissertation kitchen cabinets, etc.). This does not apply to painting unit walls or changing interior closet configurations. Download print the blank Assumption of liability Agreement, fill out and submit it to the Strata council; or instead, you may complete the form online, scan email it to the Strata council. There is no fee for submitting this application.
(the debtor chapter 11 Case. . 05-39258, United States Bankruptcy court for the district of Minnesota (the bankruptcy court ). Assignor hereby acknowledges and consents to all of the terms set forth in the Assignment of Claim and hereby waives its right to raise any objections thereto and its right to receive notice pursuant to federal Rule of Bankruptcy Procedure 3001. Upon the transfer dissertation of the claim becoming effective, assignor consents to the substitution of Assignee for Assignor for all purposes in the bankruptcy case. Assignor acknowledges and understands, and hereby stipulates, that an order of the bankruptcy court may be entered without further notice to Assignor transferring to Assignee the foregoing claim and recognizing the Assignee as the sole owner and holder of the claim. Assignor further agrees that all further notices relating to the claim, and all payments or distributions of money or property in respect of claim, shall be delivered or made to the Assignee. In witness whereof, this evidence of transfer of claim is executed this 5th day of october, 2006.
All payments by Assignor to Assignee and Assignee to Assignor under this Agreement shall be made in the lawful currency of the United States by wire transfer of immediately available funds to Assignor and Assignee, as applicable, in accordance with the wire instructions specified. This Agreement, together with any exhibits hereto, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings or representations pertaining to the subject matter hereof, whether oral or written. There are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically and expressly set forth herein. This Agreement may be signed in counterparts, each of which shall be an original and all of which taken together shall constitute one agreement. No amendment of any provision of this Assignment shall be effective unless it is in writing and signed by the parties and no waiver of any provision of this Assignment, nor consent to any departure by either party from it, shall be effective unless. Notwithstanding anything contained in this Agreement to the contrary, the parties agree that (i) no general or limited partner of Assignee shall be personally liable for any obligation or liability of Assignee under this Agreement; and (ii) all obligations and liabilities of Assignee under this Agreement are. Exhibit a evidence of transfer of claim to: the debtor and the bankruptcy court for value received, the adequacy and sufficiency of which are hereby acknowledged, pinnacle airlines, Inc. ( Assignor ) hereby unconditionally and irrevocably sells, transfers and assigns to goldman Sachs Credit Partners. ( Assignee ) all of its right, title and interest in and to, or arising under or in connection with its claim (as such term is defined in Section 101(5) of Title 11 of the United States Code) evidenced by proof of claim number 621 filed.
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Late payment if either party fails to phd make a payment or distribution to the other party within the time period specified in this Agreement, the party failing to make full payment of any amount when due shall, upon demand by the other party, pay such. The laws of the State of New York shall govern this Agreement. Each party submits to the jurisdiction of the courts located in the county of New York, state of New York and agrees that any litigation relating to this Agreement shall be brought only in such courts. Each party hereto consents to service of process by certified mail at its address listed above, and in any action hereunder, Assignor waives any right to demand a trial by jury. This Agreement may be executed in any number of counterparts (via facsimile is satisfactory each of which, when so executed and delivered, shall be an original, but all of which, together constitute one and the same instrument. Waiver of jury trial.
The parties hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any right that they may have to trial by jury of any claim or cause of action, or in any legal proceeding, directly or indirectly based upon or arising out. Each party (A) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the other party have been. Assignor hereby acknowledges and consents to all terms set forth in this Agreement and hereby waives its right to raise any objection thereto and its right to receive notice pursuant to bankruptcy rule 3001(e and consents to the substitution of Assignor by Assignee for all purposes. Assignee agrees to file a notice of Transfer with the court pursuant to federal Rule of Bankruptcy Procedure 3001(e) (the notice of Transfer ) including the evidence of Transfer of Claim substantially in the form attached hereto as Exhibit. All demands, notices, consents, and communications hereunder shall be in writing and shall be deemed to have been duly given when hand-delivered or duly deposited in the mails, by certified or registered mail, postage prepaid-return-receipt requested, to the addresses set forth on Schedule 1, or such.
Assignor agrees that the powers granted in this paragraph are discretionary in nature and exercisable at the sole option of Assignee. In the event that Assignor obtains knowledge that an objection to the Claim or the Transferred Rights has been made, assignor shall promptly notify gscp in writing and Assignor shall take such further action, at its own expense, as may be reasonably necessary or desirable. In the event that Assignee obtains knowledge that an objection to the Claim or the Transferred Rights has been made or that a deadline has been set (or modified) for the making of such objections, Assignee shall promptly notify Assignor in writing. Neither Assignor nor Assignee shall compromise or settle the Transferred Rights, change the amount or otherwise consent to a reduction in the amount of the Claim to an amount less than the amount set forth in the Proof of Claim, without the prior written consent. In performing any of its obligation under this section and in otherwise complying with its obligations under this Agreement (including giving effect to paragraph 6 above assignor and Assignee hereby covenant and agree to cooperate and confer and act reasonably at all times and take such.
Assignor agrees to forward to Assignee all notices received from the debtor, the court or any third party with respect to the Transferred Rights assigned herein and to take such further action with respect to the Transferred Rights in the Proceedings as Assignee may from. Assignor further agrees that if Assignor receives any distributions on account of the Transferred Rights, whether in the form of cash, securities, instruments or any other property, the aforementioned shall constitute property of the Assignee to which the Assignee has an absolute right. Assignor shall hold such property in trust and will at its own expense deliver to Assignee any such property in the same form received, together with any endorsements or documents necessary to transfer such property to Assignee within 3 business days of receipt in the. Should all or any portion of the distributions on account of the Transferred Rights not be assignable by Assignor to Assignee, then Assignor grants to Assignee a participation interest in the Transferred Rights or such distributions, in accordance with applicable law. Assignor hereby acknowledges that Assignee may at any time reassign any or all of the Transferred Rights, together with all right, title and interest of Assignee in and to this Agreement. All representations, warranties, covenants and agreements contained herein shall survive the execution and delivery of this Agreement and any such reassignment, and shall inure to the benefit of Assignor, Assignee and their respective successors and assigns of any party hereto; provided, however, that the obligations. Indemnification each of Assignor and Assignee agree to indemnify the other party and its officers, directors, employees, agents, partners and controlling persons (collectively related Persons ) from losses, damages and liabilities, including, without limitation, reasonable legal fees and costs, which result from any breach.
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On the date hereof, gscp shall pay the amount of 5,233,990.42 (the first payment ) to Assignor, by wire transfer of immediately available funds to an account designated by Assignor. On or before the fifth business day following the date on which the final Allowed Claim is determined, Assignor shall calculate the purchase Price and shall send such calculation to gscp, together with a calculation of the amount payable pursuant to Clause c. If the purchase Price exceeds the amount of the first payment, then gscp shall pay the amount of such excess, to Assignor by wire transfer of immediately available funds to an account designated by Assignor, within three business days of the receipt by gscp. In addition, if the purchase Price is in excess of 6,542,488, gscp shall pay interest plan on such amount in excess of 6,542,488 calculated at the rate of the lesser of 3-month libor and nine percent (9) per annum, on the basis of a 360-day year. If the amount of the first payment exceeds the purchase Price, then Assignor shall pay the amount of such excess, together with interest on such excess amount calculated at the rate of nine percent (9) per annum, on the basis of a 360-day year and. The final Allowed Claim shall be equal to (i) the allowed amount of the Claim as determined by a final Order (if an objection or other pleading against or in relation to the Proof of Claim is timely filed in the case seeking the disallowance, avoidance. Attorney-in-fact; settlement of the claim: further actions. Assignor hereby irrevocably appoints Assignee as its true and lawful attorney-in-fact solely with respect to the Transferred Rights, and authorizes Assignee to act in Assignors name, place and stead, to demand, sue for, compromise and recover all such amounts which are, or may hereafter become. Assignor hereby grants unto Assignee full authority to do all things necessary to enforce the Transferred Rights and Assignors rights there under.
Assignee hereby represents and warrants to Assignor that it has a net worth of at least 25,000,000. Each party acknowledges that (i) the other currently may have, and later may come into possession of, information on the Transferred Rights, debtor, or Debtors affiliates or the status of the Proceedings that is not known to it and that may be material to a decision. Failure of transfer of claim. If (i) an order is entered in the court disapproving the transfer of the Claim, or (ii) the court does not substitute Assignee for Assignor as the holder of the Claim, then, as Assignees sole and exclusive remedy, assignor shall, upon written demand by Assignee, repay. In the event Assignor has previously sold, assigned, pledged participated, hypothecated or otherwise encumbered the Claim or any portion gsm thereof to any person or entity other than Assignee, assignor shall immediately pay to Assignee liquidated damages in an amount equal to one hundred twenty five. A final Order means an order of the court which fully and finally determines the amount and the priority of the Claim and which does not preserve for any party the right to seek to re-determine the amount or priority of such Claim and which. In consideration of the transfer of the Claim, gscp agrees to pay to Assignor an amount (the purchase Price ) equal to forty-two percent (42) of the value of the final Allowed Claim (as defined below payable as follows:.
the first payment (as defined in Paragraph 6) to Assignee pursuant to the instructions set forth on Schedule. Assignee agrees that it shall wire the first payment to Assignor in immediately available funds on the day signature pages are exchanged. Assignor represents and warrants as of the Effective date that the Proof of Claim has been duly and timely filed in the case, and a true and complete copy of the Proof of Claim is attached to and made a part of this Assignment. If the Proof of Claim amount is greater or lesser than the Claim amount set forth above, assignee shall nevertheless be deemed the owner of such Proof of Claim subject to the terms of Paragraph 6 of this Agreement, and shall be entitled to identify itself. Assignor represents and warrants that the Proof of Claim has not been revoked, withdrawn, amended or modified and no rights thereunder have been waived and all statements in such Proof of Claim are true and correct. Assignor representations and warranties. Assignor further represents and warrants to Assignee as of the Effective date that: a) to the knowledge of Assignor, no objection to the Transferred Rights have been made; b) no payment or other distribution has been received by or on behalf of Assignor in full. Sections 101 (2) and (31) respectively, and is not, and has not been, a member of any official or unofficial creditors committee appointed in these bankruptcy Proceedings; and h) Assignor is not insolvent within the meaning of Section 1-201(23) of the Uniform Commercial Code or within the meaning. Each of party hereby represents and warrants to each other as of the Effective date that: (i) it has full power and authority and has taken all action necessary to execute and deliver this Agreement and the notice of Transfer (as defined below) and to fulfill.
Bankruptcy, court), and all rights and benefits of the review Assignor relating to the Claim, including without limitation: (i) the Assignors right to receive interest, penalties and fees, if any, which may be paid with respect to the Claim, (ii) any actions, claims, rights or lawsuits of any. Claim, and (iii) all cash, securities, instruments and other property which may be paid or issued by the debtor in satisfaction of the Claim (collectively, the. The consideration is the purchase price (the. Purchase Price ) set forth in Paragraph 6 below. This assignment shall be deemed an absolute and unconditional assignment of the Claim for the purpose of collection and satisfaction, and shall not be deemed to create a security interest. For the avoidance of doubt, the Transferred Rights shall not include any claims of Assignor against. Debtor that arose after the filing Date. Filing Date shall mean October 13, 2005.
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Exhibit 10.32, assignment of claim agreement, pinnacle airlines, Inc., a delaware corporation, with offices at 1689 Nonconnah Blvd., suite 111, memphis, tn 38132 assignor for good and valuable consideration does hereby irrevocably sell, convey, transfer and assign. Goldman Sachs Credit Partners. P., a delaware limited homework partnership gscp and its successors and assigns, with offices at One new York Plaza, floor 49, new York, ny 10004 assignee all of Assignors right, title and interest in and to the claim or claims of Assignor (the. Claim ) evidenced by proof of claim number 621 (the. Proof of Claim ) filed in the aggregate amount of approximately 15,577,352.44 against Mesaba aviation, Inc. Debtor ) the debtor-in-possession in the chapter 11 reorganization case, case. Case in the United States Bankruptcy court for the district of Minnesota (the.