ASSIGNMENT AND ASSUMPTION OF ERPA Sample Clauses

ASSIGNMENT AND ASSUMPTION OF ERPA. Conditioned upon, subject to and concurrent with the Closing under the ERPA, Assignor shall grant, convey, transfer and assign to Assignee Assignor's right, title and interest under the ERPA with respect to the Designated Parcels, including, without limitation, the right to purchase the Designated Parcels from Seller. Assignor shall retain all right, title and interest under the ERPA with respect to the purchase of the Retained Parcels, if any. With regard to the Designated Parcels to be purchased by Assignee, Assignee hereby agrees that the purchase shall be in accordance with the terms and provisions of the ERPA and that Assignee shall, at the Closing and with respect to the Designated Parcels: (i) accept the foregoing assignment; (ii) substitute itself as the "Buyer" under the ERPA; (iii) assume, perform, fulfill and be bound by all of the terms, covenants, conditions, obligations and agreements contained in the ERPA as a direct obligation to Seller, except as otherwise provided elsewhere in this Agreement; and (iv) indemnify, defend, protect and hold Assignor harmless from and against any and all liabilities, costs, expenses (including, without limitation, attorneys' fees and costs), claims, actions, causes or action, demands, losses, damages, penalties and judgments relating to Assignee's obligations under this Agreement or under the ERPA, or from any breach thereof. The obligations of Assignee under this SECTION 3 shall be conditioned on Assignee's receipt of reasonably satisfactory evidence that Sydran Food Services III, L.P. has, or will have, equity capital of at least $8,500,000 as of the Closing. Any and all representations, warranties, covenants or obligations made or undertaken by Seller under the ERPA shall be made and undertaken solely by Seller and, except as expressly set forth in this Agreement, Assignor does not make or undertake any such representations, warranties, covenants or obligations to Assignee, nor shall Assignor be liable to Assignee for any breach or nonperformance thereof by Seller. Assignor shall indemnify, defend, protect and hold Assignee harmless from and against any and all liabilities, costs, expenses (including, without limitation, attorneys' fees and costs), claims, actions, causes or action, demands, losses, damages, penalties and judgments relating to Assignor's obligations under this Agreement or under the ERPA, or from any breach thereof.
Sample 1
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Related to ASSIGNMENT AND ASSUMPTION OF ERPA

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

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

  • 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 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 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 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;

  • 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 Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, 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.

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