ASSIGNEE'S ASSUMPTION Sample Clauses

ASSIGNEE'S ASSUMPTION. Assignee hereby accepts the assignment from Assignor, assumes and agrees to perform all duties and obligations of Assignor under the terms of the Agreements which are required to be performed on or after the Effective Date.
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ASSIGNEE'S ASSUMPTION. Subject to the terms and upon the conditions set forth in the Asset Transfer Agreement, Assignee hereby assumes, and agrees to pay, perform and discharge when due, the Assumed Liabilities on and after the Effective Date.
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ASSIGNEE'S ASSUMPTION. Assignee accepts the assignment of the Lease and assumes all of Assignor’s right, title, and interest in and to, and will perform all of Assignor’s duties and obligations under, the Lease from and after the Closing Date.
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ASSIGNEE'S ASSUMPTION. Assignee accepts and assumes all of the Loan Documents and Interests, subject to the terms and conditions contained in this Assignment, and all obligations and liabilities arising out of or relating to any of the Loan Documents and Interests accruing on and after the date hereof.
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ASSIGNEE'S ASSUMPTION. Assignee assumes and agrees to perform all duties, obligations, terms, covenants and conditions of the Leases on the part of Assignor (either as the landlord or otherwise) therein required to be performed arising on or after the Assignment Date. Assignee also assumes and agrees to hold and pay the Security Deposits delivered or credited to Assignee to the persons entitled to them, subject to the terms of the applicable Lease.
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ASSIGNEE'S ASSUMPTION. With respect to the obligation under Paragraph --------------------- 12.2(a) for any assignee to assume the obligations of LESSEE under the Lease, such obligation is clarified to provide that such assumption only applies to any accrued or unperformed obligations existing as of the date of the assignment and any future obligations accruing on and after the date of the assignment.
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ASSIGNEE'S ASSUMPTION. Assignee hereby assumes all of the obligations of the Assignor, from and after the date hereof, under and with respect to the Service Contracts, Warranties, Governmental Permits, and Trade Names which are the subject of this Assignment, the obligations of which are to be performed after the date hereof. Assignee agrees to indemnify Assignor for all such obligations arising on or after the date hereof and Assignor shall indemnify Assignee for all such obligations arising prior to the date hereof.
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ASSIGNEE'S ASSUMPTION. Any assignment or other transfer made with Landlord's consent as required by Section 17.01, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord a recordable agreement in form and substance reasonably satisfactory to Landlord, whereby the assignee shall assume the obligations and performance of this Lease and agree to be personally bound by and upon all of the provisions hereof on the part of Tenant to be performed and whereby the assignee shall agree that the provisions of Section 17.0 l hereof shall, notwithstanding such an assignment or transfer, continue to be binding upon it in the future. Notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Base Rent by Landlord from an assignee, transferee or any other party, Tenant shall remain fully and primarily liable for the payment of the Rents due and to become due under this Lease and for the performance of all of the provisions of this Lease on the part of Tenant to be performed.
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Related to ASSIGNEE'S ASSUMPTION

  • Assumption by Assignee Any assignment of all or any portion of an Entire Interest in the Company permitted under this Article 10 shall be in writing, and shall be an assignment and transfer of all of the assignor’s rights and obligations hereunder with respect to the portion of the Entire Interest transferred, and the assignee shall expressly agree in writing to be bound by all of the terms of this Agreement and assume and agree to perform all of the assignor’s agreements and obligations existing or arising at the time of and subsequent to such assignment. Upon any such permitted assignment of all or any portion of an Entire Interest, and after such assumption, the assignor shall be relieved of its agreements and obligations hereunder arising after such assignment with respect to the interest transferred, and, in the case of a transfer of an Entire Interest, the assignee shall become a Member in place of the assignor. An executed counterpart of each such assignment of all or any portion of an Entire Interest in the Company and assumption of a Member’s obligations shall be delivered to each Member and to the Company. The assignee shall pay all expenses incurred by the Company in admitting the assignee as a Member. Except as otherwise expressly provided herein, no permitted assignment shall terminate the Company. As a condition to any assignment of all or any portion of an Entire Interest, the selling Member shall obtain such consents as may be required from third parties, if any, or waivers thereof. The other Members shall use reasonable efforts to cooperate with the selling Member in obtaining such consents or waivers.

  • Assignment; Assumption by Successor The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

  • Loan Assumption Provided no Event of Default is then continuing, Mortgage Borrower shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer than all) of the Properties only if after giving effect to the proposed transaction (i) the Properties will be owned by one or more Single Purpose Entities wholly owned by a Permitted Transferee or a Pre-approved Transferee which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances and (vi) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.

  • Assumption of Assumed Liabilities Buyer hereby assumes and agrees to honor, pay and discharge when due the Assumed Liabilities.

  • Defeasance and Assumption Costs The related Mortgage Loan documents provide that the related borrower is responsible for the payment of all reasonable costs and expenses of the lender incurred in connection with the defeasance of such Mortgage Loan and the release of the related Mortgaged Property, and the borrower is required to pay all reasonable costs and expenses of the lender associated with the approval of an assumption of such Mortgage Loan.

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

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