Assignment and Assumption of Assumed Leases Sample Clauses

Assignment and Assumption of Assumed Leases. At the Closing, Seller and Buyer, with respect to Assumed Leases, shall each execute and deliver an assignment and assumption of leases with respect to the Assumed Leases in a form reasonably acceptable to such parties, which assignment and assumption of leases shall include a full release from Liability by the counterparties to such Assumed Leases and any other Person claiming by, through or on behalf of any of them, in favor of Seller and its Affiliates, including all guarantees, deposits and letters of credit related thereto.
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Assignment and Assumption of Assumed Leases. At Closing, Seller shall assign and Xxxxx shall assume all of Seller’s right, title, and interest as lessor under the Assumed Leases pursuant to an assignment and assumption agreement substantially in the form of the Assignment and Assumption Agreement of Assumed Leases attached hereto as Exhibit D (the “Assignment and Assumption of Assumed Leases”). In connection with execution of the Assignment and Assumption of Assumed Leases, and to the extent listed on Schedule 8.8, Seller shall obtain the consent of the lessee under each such Assumed Lease to the assignment of Seller’s interest as lessor under the Assumed Lease to Buyer, the subordination of the Assumed Lease to the Facility Lease, and the release of Seller and its Affiliates of its obligations under such Assumed Lease. Seller shall terminate all Existing Leases not assumed by Buyer, if any, effective prior to the Closing Date. Buyer shall cooperate with Seller in obtaining such consents and releases.
Sample 1

Related to Assignment and Assumption of Assumed Leases

  • 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 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.”

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