Assignment and Assumption of Agreements. Effective as of the Effective Time, the Company hereby assigns to HoldingCo, and HoldingCo hereby assumes and agrees to perform, all obligations of the Company pursuant to the Company Plans, each stock option agreement and restricted stock agreement entered into pursuant to the Company Plans, and each outstanding Company Award granted thereunder.
Assignment and Assumption of Agreements. Effective as of the TCEH Effective Date, the rights and obligations of the Agreement Party under each of the applicable Agreements are hereby transferred and assigned from the applicable Agreement Parties to OpCo, and OpCo hereby accepts such transfer and assignment. By virtue of such assignment and assumption, OpCo hereby possesses all rights and obligations of the applicable Agreement Parties under each of the Agreements. Effective as of the TCEH Effective Date, OpCo hereby assumes full responsibility for the performance of all obligations of the Agreement Party under each of the applicable Agreements. EFH, the Agreement Party and OpCo shall reasonably cooperate with each other to cause each of the Contributed Plans and Agreements to be amended, as necessary, to reflect the assignment, transfer and assumption evidenced hereby. To the extent that the transfer, acceptance and assignment of any of the Agreements require the consent of an individual employee, affiliate or third party, as applicable, the parties shall reasonably cooperate to obtain such consent.
Assignment and Assumption of Agreements. Effective as of the Effective Time, AINC hereby assigns and delegates to New Holdco, and New Holdco hereby assumes and agrees to perform, all rights and obligations of AINC pursuant to the AINC Plan, under each option agreement relating to AINC Stock Options outstanding under the AINC Plan immediately prior to the Effective Time and under each AINC Deferred Compensation Obligation outstanding immediately prior to the Effective Time. Effective as of the Effective Time, New Holdco shall become the successor issuer of securities under the AINC Plan in accordance with Rule 12g-3 under the Exchange Act solely for purposes of the Exchange Act and in accordance with Rule 414 under the Securities Act solely for purposes of the Securities Act and shall, as soon as practicable following the Effective Time, file a post-effective amendment to each existing registration statement on Form S-8 covering the AINC Plan, pursuant to which New Holdco as successor to AINC shall expressly adopt such registration statements on Form S-8 as its own in accordance with Rule 414 under the Securities Act.
Assignment and Assumption of Agreements. Effective as of the Effective Time, Existing Parent hereby assigns to New Parent, and New Parent hereby assumes and agrees to perform, all obligations of Existing Parent pursuant to the Existing Parent Plans and each stock option agreement, stock appreciation right award agreement, performance unit award agreement, restricted stock award agreement, restricted stock unit award agreement and performance-based restricted stock unit award agreement evidencing an outstanding Existing Parent Award under the Existing Parent Plans. Effective as of the Effective Time, New Parent shall become the successor issuer of securities under the Existing Parent Plans and shall, as soon as practicable following the Effective Time, file a post-effective amendment to each existing S-8 registration statement covering the Existing Parent Plans, pursuant to which New Parent as successor to Existing Parent shall expressly adopt such S-8 registration statements as its own in accordance with Rule 414 issued under the Securities Act.
Assignment and Assumption of Agreements. Licensor entered into certain licensing and consulting agreements that relate to the Technology as set forth on Schedule 2.3 (the “Assigned Agreements”). Subject to Article 11.5.4 hereof, Licensor hereby assigns or otherwise transfers, as of the Effective Date, and the Company hereby assumes, all of Licensor’s rights, obligations and responsibilities under the Assigned Agreements following the Effective Date. Notwithstanding the foregoing, the parties acknowledge that, by this Agreement, the Licensor is not assigning, and the Company is not assuming, any indemnification or other liabilities or obligations under the Assigned Agreements with respect to any matters occurring prior to the Effective Date or that relate to the acts and omissions of Licensor, and that all liabilities and obligations under the Assigned Agreements that arose prior to the Effective Date or with respect to the acts or omissions of Licensor shall be the sole responsibility of the Licensor, unless otherwise specifically agreed upon within this Agreement.
Assignment and Assumption of Agreements. Effective as of the Effective Time, A&B hereby assigns to Holdings, and Holdings hereby assumes and agrees to perform, all obligations of A&B pursuant to the A&B Plans and each stock option agreement, restricted stock agreement and restricted stock unit agreement evidencing an outstanding A&B Award under the A&B Plans. Effective as of the Effective Time, Holdings shall become the successor issuer of securities under the A&B Plans and shall, as soon as practicable following the Effective Time, file a post-effective amendment to each existing S-8 registration statement covering the A&B Plans, pursuant to which Holdings as successor to A&B shall expressly adopt such S-8 registration statements as its own in accordance with Rule 414 issued under the Securities Act.
Assignment and Assumption of Agreements. Seller will assign the agreements listed on Exhibit B to Buyer, and Buyer will assume all rights and obligations under said agreements.
Assignment and Assumption of Agreements a) As of the Effective Date, Assignor assigns to Assignee all of Assignor’s rights, title, and interest in and to the Agreements, and Assignee accepts such assignment.
b) As of the Effective Date, Assignee hereby assumes all of Assignor’s obligations under the Agreement.
Assignment and Assumption of Agreements. Both parties’ respective rights and obligations hereunder shall only become effective if each of the contracts below (collectively, the “Vendor Contracts”) has been assumed and assigned by Supplier to Customer and assumed by Customer, as approved by the Bankruptcy Court in connection with the Approval Order:
(a) Contracts by and between Supplier and Armor Defense Inc., a Delaware corporation with its principal place of business at 0000 Xxxxxxxx Xxx, Xxxx X000, Xxxxx, XX 00000, that are necessary for Customer to operate, maintain, and enhance SyntraNet;
(b) Contracts by and between Supplier and Verato, Inc., a Delaware corporation with its main place of business located at 0000 Xxxxxxxx Xxxxx, Xxxxx 0000, XxXxxx, Xxxxxxxx 00000, that are necessary for Customer to operate, maintain, and enhance SyntraNet;
(c) Contracts by and between Supplier and Collective Medical Technologies, Inc. that are necessary for Customer to operate, maintain, and enhance SyntraNet.
Assignment and Assumption of Agreements. As of the Effective Date:
(a) PCC assigns, transfers, and otherwise conveys the Assigned Agreements as defined below to CWW;
(b) CWW accepts the assignment of the Assigned Agreements from PCC;
(c) CWW expressly assumes the Assigned Agreements;
(d) CWW agrees to keep, perform and fulfill all of the terms, covenants, obligations, and conditions of the Assigned Agreements; provided, however, for purposes of clarity, CWW shall not be required to perform or fulfill any such terms, covenants, obligations or conditions that were PCC’s responsibility prior to the Effective Date, but which may remain unperformed or unfulfilled after the Effective Date;
(e) Except as provided in (d) and in this section, PCC is released from all obligations, claims, and liabilities that may arise under the Assigned Agreement after the Effective Date. PCC shall remain responsible for any obligations, claims, and liabilities relating to the Assigned Agreements: (a) arising prior to the Effective Date, or (b) arising from an occurrence prior to the Effective Date, but brought after the Effective Date.
