Assignment and Assumption of Operating Agreements Sample Clauses

Assignment and Assumption of Operating Agreements. Two (2) counterparts of the Assignment and Assumption of Operating Agreements, executed, acknowledged and sealed by Purchaser;
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Assignment and Assumption of Operating Agreements. Two (2) counterparts of an assignment and assumption of Operating Agreements for each Property in the form attached hereto as SCHEDULE 4 (the “Assignment and Assumption of Operating Agreements”), executed, acknowledged and sealed by Seller;
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Assignment and Assumption of Operating Agreements. An assignment and assumption of the Operating Agreements in the form attached hereto as Exhibit “D” and by this reference incorporated herein, pursuant to which each Seller and/or Operating Tenant shall assign and transfer to Buyer or its operating lessee all of such Seller’s and/or Operating Tenant’s right, title and interest in and to, and Buyer or its operating lessee shall assume all of such Seller’s and/or Operating Tenant’s obligations and liabilities under, the Operating Agreements first accruing from and after Closing.
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Assignment and Assumption of Operating Agreements. An assignment and assumption of the Operating Agreements in the form attached hereto as Schedule “E” and by this reference incorporated herein, pursuant to which (i) each Seller and/or Operating Tenant shall assign and transfer to Buyer all of such Seller’s and/or Operating Tenant’s right, title and interest in and to, and Buyer shall assume all of such Seller’s and/or Operating Tenant’s obligations and liabilities under, the Operating Agreements first accruing from and after the Transfer Time (ii) the applicable Seller shall indemnify, hold harmless and defend Buyer from and against any loss, cost or damage arising under the Operating Agreements prior to the Transfer Time and (iii) Buyer shall indemnify, hold harmless and defend the applicable Seller from and against any loss, cost or damage arising under the Operating Agreement from and after the Transfer Time.
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Assignment and Assumption of Operating Agreements. An assignment and assumption of the Operating Agreements in the form attached hereto as Exhibit “D” and by this reference incorporated herein, pursuant to which each Seller shall assign and transfer to Buyer all of such Seller’s right, title and interest in and to, and Buyer shall assume all of such Seller’s obligations and liabilities under, the Operating Agreements first accruing from and after Closing.
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Assignment and Assumption of Operating Agreements. An assignment and assumption of the Operating Agreements in the form attached hereto as Exhibit “D” and by this reference incorporated herein, pursuant to which (i) each Seller and/or Operating Tenant shall assign and transfer to Buyer all of such Seller’s and/or Operating Tenant’s right, title and interest in and to, and Buyer shall assume all of such Seller’s and/or Operating Tenant’s right, title and interest in and to, and obligations and liabilities under, the Operating Agreements first accruing from and after Closing, and (ii) such Seller and/or Operating Tenant shall indemnify, hold harmless and defend Buyer from and against any loss, cost or damage arising under any Operating Agreements prior to the Transfer Time and (iii) Buyer shall indemnify, hold harmless and defend such Seller and/or Operating Tenant from and against any loss, cost or damage arising under any of the Operating Agreements from and after the Transfer Time.
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Assignment and Assumption of Operating Agreements. THIS ASSIGNMENT AND ASSUMPTION OF OPERATING AGREEMENTS (this “Assignment”) is made and entered into as of the ___day of ______, 2005, by and between _____________________________, a ____________________having a mailing address c/o CNL Hotels & Resorts, Inc., CNL Center at City Commons, 400 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 (“Assignor”), and _______________________, a Delaware limited liability company having a mailing address at c/o Pyramid/Contrarian Investment LLC, 1000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (“Assignee”).
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Assignment and Assumption of Operating Agreements. Each of GL, POAL, GDHI, Associates and Hxxxx Group II, as to the portion of the Project owned by each: an Assignment and Assumption of Operating Agreements in the form attached hereto as Exhibit J-1, dated as of the Closing Date, assigning all of Sellers' right, title and interest in, to and under the Operating Agreements;
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Assignment and Assumption of Operating Agreements. Two (2) counterparts of the Assignment and Assumption of Operating Agreements, executed, acknowledged and sealed by Purchaser; (d Purchaser’s Certificate. A certificate in the form attached hereto as SCHEDULE 9 (“Purchaser’s Certificate”), evidencing the reaffirmation of the truth and accuracy in all material respects of Purchaser’s representations, warranties and agreements contained in Section 4.4 hereof, with such modifications thereto as may be appropriate in light of any change in circumstances since the Effective Date;
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Related to Assignment and Assumption of Operating Agreements

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreements.

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

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

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • 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 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. SECTION 2.

  • 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.

  • 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.”

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