Agreement and Assumption Sample Clauses

Agreement and Assumption. (a) Assignor hereby conveys, transfers and assigns unto Assignee, its successors and assigns, all right, title and interest, as of the date hereof, which Assignor has or may have in and to (i) all leases, written or oral, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases") and (ii) all assignable maintenance and service contracts, supply contracts, insurance policies (to the extent that Assignee elects to assume them) and other assignable agreements, contracts and contract rights relating to the ownership or operation of the Project, or any part thereof (the "Project Contracts") and (iii) all assignable leases of equipment, vehicles and other tangible personal property leased by Assignor and used by Assignor in connection with the ownership and operation of the Project (the "Personal Property Leases"). (b) Assignee hereby accepts the foregoing assignment and agrees to keep, perform and observe (i) all of the obligations, terms and conditions of the Tenant Leases, the Project Contracts and the Personal Property Leases, first arising from and after or relating to any period of time after the date of this Agreement and (ii) all obligations and liabilities under the Tenant Leases relating to the tenant deposits (including, without limitation, security deposits) and prepaid rent.
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Agreement and Assumption. Assigner hereby assigns, transfers and conveys to Assignee, and Assignee hereby accepts, all of Assignor's rights, title and interest in, under and to the Sublease and the Premises. Assignee xxxxxx accepts this assignment and assumes and agrees to keep, perform and fulfill, as a direct obligation to Sublessor and for the benefit of Assignor, all of the terms, covenants, conditions and obligations required to be kept, performed and fulfilled by the "Sublessee" under the Sublease accruing from and after the Effective Date.
Sample 1
Agreement and Assumption. Subject to the terms of the Commercialization Agreement, Depomed hereby assigns to Santarus, and Santarus hereby accepts and assumes all of Depomed’s rights, obligations, title and interest in, to and under the Assigned Agreements. From and after the Effective Date, except as otherwise set forth in the Commercialization Agreement, Depomed shall have no further liabilities or obligations under the Assigned Agreements. The parties shall indemnify each other in connection with any claims arising out of or in connection with the Assigned Agreements as and to the extent provided in the Commercialization Agreement.
Sample 1
Agreement and Assumption. Subject to the terms of the License Agreement, S2 hereby assigns to Santarus, and Santarus hereby accepts and assumes all of S2’s rights, obligations, title and interest in, to and under the Patheon Agreements. From and after the Effective Date, S2 shall have no further liabilities or obligations under the Patheon Agreements other than any liabilities or obligations for any claim by Patheon arising out of or in connection with the Patheon Agreements from activities prior to the Effective Date, except for those obligations described on Schedule 2.8(a) of the License Agreement assumed by Santarus in accordance with the terms and conditions of the License Agreement. S2 shall indemnify Santarus in connection with any such claims arising out of or in connection with the Patheon Agreements from activities prior to the Effective Date in accordance with Section 11.1(b) of the License Agreement. Santarus shall indemnify S2 in connection with any claims arising out of or in connection with the Patheon Agreements from activities following the Effective Date in accordance with Section 11.1(c) of the License Agreement.
Sample 1

Related to Agreement and Assumption

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • 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 Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Assignment and Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

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