Assignment and Assumption of Assigned Contracts Sample Clauses

Assignment and Assumption of Assigned Contracts. Upon the terms and subject to the condition set forth in the Asset Purchase Agreement from and after the Closing, (a) each Seller does hereby assign and delegate to Purchaser all of such Seller's right, title and interest in, to and under, and all obligations under or relating to, the Assigned Contracts and (b) Purchaser does hereby assume and agrees to pay, defend, discharge and perform as and when due all Liabilities and obligations to perform arising under or relating to each of the Assigned Contracts, except Liabilities, even if arising post-Closing, for performance under the Assigned Contracts prior to Closing.
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Assignment and Assumption of Assigned Contracts. Assignor hereby contributes, transfers, assigns, conveys and delivers to Assignee all of Assignor’s right, title and interest in and to the contracts listed on Exhibit A (collectively, the “Assigned Contracts”). Assignee hereby assumes and agrees to pay, perform and discharge when due, on a timely basis, all obligations and liabilities of Assignor arising under or in connection with the Assigned Contracts accruing or arising after the date hereof; provided, however, that the parties hereby agree Assignor will retain the obligations to pay the [Upfront Payment] and the [Ongoing Payment] (each, as defined in the applicable Performance Agreement) under the Performance Agreement Addendum (as defined in Exhibit A).
Sample 1
Assignment and Assumption of Assigned Contracts. Notwithstanding any other provision of this Agreement, if (i) any Assigned Contract is not permitted to be sold, assigned, transferred or conveyed without the approval, consent or waiver of another party thereto, and (ii) all necessary approvals, consents and waivers of all parties to such Assigned Contract have not been obtained at or prior to the Closing, then Buyer shall not be obligated to assume such Assigned Contract and such Assigned Contract shall not be included in the Assets transferred to Buyer on the Closing Date, provided that Buyer will assume the obligations and liabilities of the U.S. Sellers under such Assigned Contract (but not such Assigned Contract itself), in which event the claims, rights and benefits of the U.S. Sellers arising under such Assigned Contract or resulting therefrom (but not such Assigned Contract itself) shall be included in the Assets and transferred to Buyer hereunder, and the U.S. Sellers shall, following the Closing, use reasonable efforts to assist Buyer in attempting to obtain the necessary approvals, consents and waivers with respect to such Assigned Contract (but in no event shall the U.S. Sellers be required to pay money or grant any accommodations to obtain any such approval, consent or waiver). Each U.S. Seller that is a party thereto shall promptly transfer such Assigned Contract to Buyer if such approvals, consents and waivers are obtained (provided, that no U.S. Seller shall be obligated to make any representations or warranties with respect thereto beyond those expressly required by this Agreement) and upon such transfer Buyer shall assume all liabilities, obligations and commitments of the applicable U.S. Seller(s) arising under such Assigned Contract. Nothing stated in this Section 1.06 shall modify in any respect the conditions set forth in Article VII.
Sample 1
Assignment and Assumption of Assigned Contracts. Pursuant to the requirements of the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as of the Closing, (a) each of the Assignors hereby irrevocably and unconditionally assigns to the Assignee and its successors and permitted assigns all of each such Assignor’s right, title and interest in, to and under each Assigned Contract to which it is a party and (b) the Assignee hereby irrevocably and unconditionally assumes and agrees to perform and to be bound by the terms of the Assigned Contracts. 1 Appropriate Sun Life parties to be identified based on Sun Life entities that are party to the Assigned Contracts. 2 Assignee may designate a Transferred Company or other third party pursuant to Section 2.1(c) of the Purchase Agreement.
Sample 1

Related to Assignment and Assumption of Assigned Contracts

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

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreement and the Real Estate Assignment Documents to which it is party.

  • 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.

  • TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

  • FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 Assignor identified on the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (a) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor.

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

  • 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 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.

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