Assignment and Assumption of Purchase Agreement. In accordance with Section 16.9 of the Purchase Agreement, this Reinstatement and Amendment shall serve as notification to Seller of the assignment of the Purchase Agreement to Purchaser, and Seller hereby acknowledges that the provisions set forth in Section 16.9 of the Purchase Agreement have been satisfied.
Assignment and Assumption of Purchase Agreement. Assignor hereby conveys, assigns and transfers to Assignee all of Assignee’s right, title and interest in and to the Purchase Agreement. Assignor hereby accepts such assignment and assumes all of Assignee’s duties and obligations under the Purchase Agreement.
Assignment and Assumption of Purchase Agreement. In accordance with Section 15.1 of the Agreement, this First Amendment shall serve as notification to Seller of the assignment of the Agreement to Buyer, and Seller hereby acknowledges that the provisions set forth in Section 15.1 of the Agreement has been satisfied.
Assignment and Assumption of Purchase Agreement. This Assignment and Assumption of Purchase Agreement (the "Assignment") is made and entered into as of the 17th day of March 1997, by and between Regency Affiliates, Inc., a Delaware corporation ("Assignor") and Rustic Crafts International, Inc., a Delaware corporation ("Assignee"), based upon the following.
A. Assignor has agreed with Rustic Crafts Co., Inc., a Pennsylvania corporation ("Seller") to purchase substantially all the assets and assume certain of the liabilities of Seller, pursuant to a certain Asset Purchase and Sale Agreement executed by Seller on February 27, 1997 (such Agreement hereinafter referred to as the "Purchase Agreement").
B. Assignee is a wholly-owned subsidiary of Assignor.
C. Assignor wishes to assign Assignor's rights and interest in and to the Purchase Agreement to Assignee, and Assignee wishes to complete such assignment, and to assume the obligations of Assignor under the Purchase Agreement.
D. Seller has joined in executing this document solely for purposes of indicating its consent to the above assignment.
Assignment and Assumption of Purchase Agreement a. Assignor hereby assigns and transfers to Assignee all of Assignor’s right, title and interest in and to the Purchase Agreement, and Assignee accepts such assignment and agrees to perform all obligations of Assignor under the Purchase Agreement and be bound by all terms, covenants and conditions of the Purchase Agreement.
b. Seller (i) acknowledges that Assignee is an entity with which Assignor and/or its principal owners are affiliated and therefore Seller consent is not required for the assignment set forth in Section 4(a) of this Agreement and (ii) nevertheless, consents to such assignment.
Assignment and Assumption of Purchase Agreement. In accordance with Section 10.7 of the Purchase Agreement, (a) this Amendment shall serve as notification to Seller under such Section 10.7 of the assignment of the Purchase Agreement to Buyer, (b) a specimen of Buyer’s signature block is attached hereto as Exhibit A, and (c) a copy of the Assignment and Assumption of Purchase Agreement is attached hereto as Exhibit B. Seller hereby acknowledges that the provisions set forth in Section 10.7 of the Purchase Agreement relating to providing Seller with notice (including the name of the assignee and its signature block) within one (1) day after the Assignment, and delivery of an executed form of Assignment and Assumption of Purchase Agreement in a form reasonably satisfactory to Seller, have been satisfied.
Assignment and Assumption of Purchase Agreement. Subject to the GLyPharma Contribution, TAG and THAG hereby irrevocably and unconditionally assign all of their rights and obligations in the Purchase Agreement to New HoldCo and New HoldCo hereby accepts such assignment and agrees to assume of all rights and obligations of TAG and THAG under the Purchase Agreement (the “Assignment and Assumption”). GLyPharma and the GLyPharma Shareholders hereby acknowledge and agree to the Assignment and Assumption. The Purchase Agreement shall also hereby be amended such that, following the Assignment and Assumption, (x) all references in the Purchase Agreement to TAG or THAG shall be read as references to New HoldCo and (y) all references to any capital shares of THAG, including special classes or series of capital shares of THAG (e.g., Series A Preferred Shares), except to the extent already satisfied by the First Milestone Payment and Second Milestone Payment as set forth in the Purchase Agreement, shall either be read as references to “New HoldCo Ordinary Shares” or read out of the agreement, as necessary. For clarity, the Assignment and Assumption shall not constitute an “Acceleration Event” under the Purchase Agreement.
Assignment and Assumption of Purchase Agreement. This Assignment and Assumption of Purchase Agreement (“Assignment”) is entered into between _________________________, a ___________________________ (“Assignor”), and _________________________, a ___________________ (“Assignee”), as of _________, 20__ (“Effective Date”).
Assignment and Assumption of Purchase Agreement. The Assignment and Assumption of Purchase Agreement, executed by Purchaser on its own behalf, as assignor, and on behalf of the manager of the New LLC, as assignee.
Assignment and Assumption of Purchase Agreement. (a) First Reserve hereby assigns, conveys, delivers, grants, sells and transfers to Dresser, and Dresser hereby accepts, all of First Reserve's rights, title and interests in, to and under the Purchase Agreement.
(b) First Reserve hereby assigns and transfers to Dresser, and Dresser hereby accepts and assumes, all of First Reserve's duties and obligations in, to and under the Purchase Agreement. Dresser shall hereafter pay, perform or discharge such duties and obligations in accordance with their terms.
(c) Pursuant to this Section 1.01, Dresser shall henceforth act as "Buyer" under the Purchase Agreement in all respects with all rights and obligations appurtenant thereto.
