Agreement to Assign and Assume Sample Clauses

Agreement to Assign and Assume. Subject to the terms and conditions of this Agreement, simultaneous with the execution and delivery of this Agreement, Company shall sell, assign, transfer, convey, and deliver to Hripcenco , and Hripcenco shall accept the Assets & Liabilities and any and all rights or obligations in the Assets & Liabilities to which Company is entitled or obligated, and by doing so Company shall be deemed to have assigned all of its rights, titles, obligations, and interest in and to the Assets & Liabilities to Hripcenco.
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Agreement to Assign and Assume. (a) Subject to the satisfaction or written waiver, if applicable, of the conditions set forth in this Agreement, SB RS hereby agrees to irrevocably assign all of its rights and obligations under the Purchase Agreement (and any related agreement to which SB RS is a party as of the date hereof (or hereafter may become a party with the consent of Centennial) other than the Guaranty (the “Transaction Agreements”)) to Centennial, and Centennial agrees to irrevocably assume all of SB RS’s rights and obligations under the Purchase Agreement (and any such Transaction Agreements), including to perform, satisfy and timely discharge all of the obligations, duties and covenants of SB RS under the Purchase Agreement (and any such Transaction Agreements), in each case, that are required to be performed, satisfied or discharged after the Assignment Date (as hereinafter defined), in accordance with the terms thereof. (b) Upon the satisfaction or written waiver, if applicable, of the conditions set forth in this Agreement, SB RS and Centennial shall enter into an assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the “Assignment Agreement” and the date on which such Assignment Agreement is entered into, the “Assignment Date”) to effect the assignment by SB RS of all of its rights and obligations under the Purchase Agreement and any Transaction Agreements to Centennial pursuant to Section 2(a) and the assumption by Centennial of all of SB RS’s rights and obligations under the Purchase Agreement and any Transaction Agreements.
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Agreement to Assign and Assume. Subject to the terms and provisions hereof, Assignor assigns to Assignee all of the right, title and interest of Assignor in and to the Purchase Agreement, including all deposits and payments already made under the Purchase Agreement, with the power to enforce, in the Assignee's own name, any and all rights given to Assignor as purchaser thereunder or which may be deemed necessary to enforce the terms thereof, and Assignee assumes and agrees to perform the Purchase Agreement.
Sample 1
Agreement to Assign and Assume. Subject to the terms and conditions of this Agreement and the STOCK PURCHASE AGREEMENT made as of August 28, 2022 by and among, Xxxx Xxxxxx (“Purchaser”), Gold River Productions, Inc., a Colorado corporation (the “Company”), and Xxxxxxx Xxxxxxxx, simultaneous with the execution and delivery of this Agreement, Company shall sell, assign, transfer, convey, and deliver to the Executive , and the Executive shall accept the Assets & Liabilities and any and all rights or obligations in the Assets & Liabilities to which Company is entitled or obligated, and by doing so Company shall be deemed to have assigned all of its rights, titles, obligations, and interest in and to the Assets & Liabilities to the Executive.
Sample 1
Agreement to Assign and Assume. Subject to the terms and conditions of this Agreement, simultaneous with the execution and delivery of this Agreement, Company shall assign, transfer, convey, and deliver to the Assignee, and the Assignee shall accept the full and unrestricted title to the Certifications and any and all rights related thereto, and by doing so Company shall be deemed to have assigned all of its rights, titles, and interest in and to the Certifications to the Assignee. Upon execution of this Agreement, Company shall also deliver to the Assignee any written instruments, agreements, contracts, or other evidence relating to the validity of the Certifications.
Sample 1

Related to Agreement to Assign and Assume

  • SUBCONTRACT AND ASSIGNMENT This Agreement binds the heirs, successors, assigns and representatives of the Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Agreement and shall not assign this Agreement or monies due or to become due, without the prior written consent of the General Manager of the Agency or his designee, subject to any required state or federal approval. (Note: list any subcontractors here)

  • 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 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.

  • 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.

  • Subcontracts and Assignment Contractor shall not subcontract, assign, delegate, or transfer any of its duties, rights, or interests under this Contract without the prior written consent of District. District may withhold such consent for any or no reason. If District consents to an assignment or subcontract, then in addition to any other provisions of this Contract, Contractor shall require any permitted subcontractor to be bound by all the terms and conditions of this Contract that would otherwise bind Contractor. The parties agree that any such subcontracts shall be construed as matters solely between the Contractor and its subcontractor and shall have no binding effect on District.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • 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.

  • 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.

  • SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

  • Subcontracting and Assignment The School Bus Operator shall not sub-contract, transfer or assign this Contract or any part of this Parent Agreement without the prior written consent of the School. The School Bus Operator shall be responsible for the acts, defaults, neglects or omissions of any assignee or subcontractor, their agents, servants or workmen as fully as if they were the acts, defaults, neglects or omissions of the School Bus Operator.

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