Assignment and Assumption of Rights and Obligations Sample Clauses

Assignment and Assumption of Rights and Obligations. Xxxxxxx Polymer hereby assigns and transfers to JDI, and JDI hereby assumes from Xxxxxxx Polymer, all rights, obligations and liabilities of Xxxxxxx Polymer set forth in or arising pursuant to the Lease Agreement (whether arising or accruing prior to, on or after the date hereof), including, but not limited to, those rights, obligations and liabilities set forth in or arising pursuant to Section 7 thereof (Rentals), Section 16 thereof (Environmental Matters), Section 17 (Indemnification) and Section 45 (Equipment Lease). SCJ hereby consents to such assignment, transfer and assumption. The parties hereto acknowledge and agree that the transfer of assets and sale of equity interests contemplated by the Purchase Agreement do not constitute a Change in Control as defined in the Lease Agreement.
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Assignment and Assumption of Rights and Obligations. (a) Polymer hereby assigns and transfers to JDI, and JDI hereby assumes from Polymer, all rights and obligations of Polymer set forth in the Technology Agreement. SCJ hereby consents to such assignment, transfer and assumption. SCJ acknowledges and agrees that although JDI is assuming the rights and obligations of Polymer under the Technology Agreement, (i) JDI’s ability to exercise those rights of Polymer and/or perform those obligations of Polymer is qualified by the transactions contemplated by the Purchase Agreement and the other documents and instruments executed pursuant thereto and (ii) without limiting the preceding clause (i), the inability of JDI to exercise a right of Polymer or perform an obligation of Polymer under the Technology Agreement on or after the date hereof by reason of the fact that the underlying asset and/or right of Polymer necessary to exercise such contractual right or perform such contractual obligation has been entirely transferred out of Polymer (pursuant to the Purchase Agreement and documents and instruments executed pursuant thereto), shall not constitute a breach by JDI of the Technology Agreement.
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Assignment and Assumption of Rights and Obligations. Xxxxxxx Polymer hereby assigns and transfers to JDI, and JDI hereby assumes from Xxxxxxx Polymer, all rights, obligations and liabilities of Xxxxxxx Polymer set forth in or arising pursuant to the Lease Agreement (whether arising or accruing prior to, on or after the date hereof), including, but not limited to, those rights, obligations and liabilities set forth in or arising pursuant to Section 7 thereof (Rentals), Section 16 thereof (Environmental Matters) and Section 17 (Indemnification). SCJ hereby consents to such assignment, transfer and assumption.
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Assignment and Assumption of Rights and Obligations. THIS ASSIGNMENT AND ASSUMPTION OF INTEREST (the “Assignment”), made and executed as of the day of , 2014, by and between the CENTER GROVE COMMUNITY SCHOOL CORPORATION, XXXXXXX COUNTY, INDIANA, an Indiana public school corporation operating under the laws of the State of Indiana (the “Assignor”), and THE GROVE BAPTIST CHURCH, INC., a nonprofit corporation duly organized and validly existing under the laws of the State of Indiana (the “Assignee”),
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Assignment and Assumption of Rights and Obligations. In connection with the sale and purchase of the Shares, at the Closing: (i) each Seller shall, severally and not jointly, assign to the Purchaser all of such Seller's rights with respect to the Shares as an "Investor" under the Securities Purchase Agreement and as an "Investor" and "Holder" under the Investor Rights Agreement; and (ii) the Purchaser shall assume such rights and related obligations and agree in writing with the Company to be bound by the provisions and restrictions that apply to "Investors" under the Securities Purchase Agreement and to "Investors" and "Holders" under the Investor Rights Agreement. This Section 3 is intended to constitute an assignment and assumption of all of each Seller's rights and obligations with respect to the Shares to and by the Purchaser under Section 6.6 of the Securities Purchase Agreement and Sections 2.9 and 6.2 of the Investors Rights Agreement.
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Assignment and Assumption of Rights and Obligations. (a) Assignment and Assumption of Rights. Effective upon completion of a Contribution of XMSR Shares to the VEBA, and without any further action on the part of any of GM, the VEBA, the Sub-Trust, the Trustee or the Company, GM hereby assigns to the Sub-Trust and the Sub-Trust hereby assumes from GM, pursuant to Section 4.5 of the Registration Rights Agreement, all of the rights of GM (as such term is defined in the Registration Rights Agreement) under the Registration Rights Agreement as a Holder of the XMSR Shares so contributed; provided, however, that:
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Assignment and Assumption of Rights and Obligations 
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Related to Assignment and Assumption of Rights and Obligations

  • 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 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 Agreements.

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

  • 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.

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

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

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

  • 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.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

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