ASSIGNMENT AND ASSUMPTION OF CONTRACT Sample Clauses

ASSIGNMENT AND ASSUMPTION OF CONTRACT. THIS ASSIGNMENT AND ASSUMPTION OF LICENSE AGREEMENT by and between Seaphire International, Inc. and The University of Toronto Innovations Foundation dated February 14, 2002 (“Assignment”) is made this 2nd day of January 2003 by Seaphire International Inc., an Arizona corporation (“Assignor”) to Arcadia Biosciences, Inc., an Arizona corporation (“Assignee”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns, sells, transfers, sets over and unto Assignee all of Assignor’s estate, right, title and interest in and to the License Agreement attached hereto, and Assignee hereby assumes and accepts such assignment. By acceptance of this Assignment, Assignee hereby assumes the performance of all of the terms, covenants and conditions imposed upon Assignor under the Agreement including the obligation to make payments under the Agreement. Assignee hereby agrees to indemnify, defend and hold harmless Assignor, its agents and its and their successors and assigns from and against any and all claims, losses, liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by Assignor by reason of any breach by Assignee of any of its obligations under this Assignment or by reason of any breach by Assignee of any of its obligations under the License Agreement arising after the date of this Assignment. In the event any party hereto institutes any action or proceeding against the other party with regard to this Assignment, the prevailing party in such action or proceeding shall be entitled to recover from the other party, all costs and expenses of the action or proceeding, including actual attorneys’ fees, charges and costs, in addition to any other relief to which it may be entitled. This Assignment shall be binding upon and inure to the benefit of the successors, assignees, personal representatives, heirs and legatees of all the respective parties hereto.
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ASSIGNMENT AND ASSUMPTION OF CONTRACT. Pursuant to an Assignment and Assumption Agreement in a form reasonably acceptable to Buyer, prior to the Closing, Company shall assign to Seller and Seller shall assume and agree to pay, perform and discharge, when due, any and all Liabilities of Company under that certain Employment, Noncompetition and Retirement Benefits Agreement, by and between Company and Xxxxxxx X. Xxxxxxxxx, dated October 1, 1993, as amended (the “Retirement Benefits”). Seller and Shareholders covenant to Buyer that neither Buyer nor any member of the Company Group shall have any Liabilities related to the Retirement Benefits from and after Closing.
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ASSIGNMENT AND ASSUMPTION OF CONTRACT. This Assignment and Assumption of Contract is entered into as of the 25th day of September, 2000, by and between DELTA QUEEN COASTAL VOYAGES, L.L.C. (f/k/a Coastal Queen Holdings, L.L.C.), a Delaware limited liability company, ("Assignor") and CAPE MAY LIGHT, L.L.C. and CAPE COD LIGHT, L.L.C., Delaware limited liability companies (individually, "Assignee" and collectively, "Assignees").
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ASSIGNMENT AND ASSUMPTION OF CONTRACT. Effective this ____ day of __________, 1995, pursuant to the Agreement of Purchase and Sale of Assets dated ______________, 1995 (the "Agreement") between DATAMAX CORPORATION, a Delaware corporation having its principal office at 0000 Xxxxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000 ("Datamax"), UNIMARK, INC., a Kansas corporation having its principal office at 0000 Xxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxx 00000 ("Purchaser"), DATAMAX, for and in consideration of the payment by Purchaser of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby assign, sell, bargain, grant, set over and otherwise transfer to Purchaser all of DATAMAX's right, title, and interest in and to the following contract: OEM Purchase Agreement between DATAMAX and OKIDATA, Division of OKI America, Inc., executed by the parties in November 1992, together with all revisions and amendments thereof, if any, to date. Purchaser hereby assumes and agrees to be bound by and to perform, pay when due, discharge and be liable for all obligations and liabilities under the Contract described above from and after the effective date hereof. DATAMAX CORPORATION By:____________________________ President UNIMARK, INC. By:____________________________ Its:___________________________
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ASSIGNMENT AND ASSUMPTION OF CONTRACT. Pursuant to the provisions of Article 15.7, Seller and Cantex hereby acknowledge and consent to the assignment of the Contract from Original Purchaser to Purchaser. Any reference in the Contract to Purchaser shall hereinafter refer to Realty America Group (4245 Central), LP. Purchaser hereby assumes the rights, titles and obligations of Original Purchaser, and Original Purchaser is hereby forever released from any and all liability and/or obligations pursuant to the Contract.
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Related to ASSIGNMENT AND ASSUMPTION OF CONTRACT

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

  • 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 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 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 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;

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

  • 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.”

  • 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.

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