Assignment and Assumption of Security Interest Sample Clauses

Assignment and Assumption of Security Interest. Without any representation, recourse or warranty, and solely to the extent it is permitted to do so by the terms thereunder, the Existing Collateral Agent hereby ASSIGNS, TRANSFERS, and CONVEYS to the New Collateral Agent for the Secured Parties’ benefit, and the New Collateral Agent hereby accepts such assignment, transfer, and conveyance from the Existing Collateral Agent of, all powers of attorney, security interests, mortgages, liens, First Lien Collateral (as defined in the Intercreditor Agreement), and other rights, titles, indemnities, interests, privileges, claims, demands, equities, and charges of the Existing Collateral Agent as the mortgagee, secured party, security trustee, or beneficiary, whether now or hereafter existing under or pursuant to the First Lien Documents and First Lien Security Documents or any other liens of record in favor of the Existing Collateral Agent and all other rights, benefits, remedies, and privileges of the Existing Collateral Agent in its capacity as the holder, mortgagee, secured party, security trustee, pledgee, or beneficiary of the security and the First Lien Collateral under or pursuant to the First Lien Documents and First Lien Security Documents (collectively, the “Assigned Security Interests” and the documents evidencing the same being referred to herein as the “Assigned Security Documents”) to have and to hold, for its and the other Secured Parties’ benefit and for the benefit of their successors and assigns, forever, except in each case as such assignment may be affected by clause (c)(v) below. Each of the parties hereto agrees and acknowledges that the terms hereof shall, to the extent that the security interests assigned hereby are perfected, constitute an assignment of a perfected security interest, with respect to the First Lien Collateral, from the Existing Collateral Agent to the New Collateral Agent for purposes of Section 9-310(c) of the Uniform Commercial Code (or any equivalent) of the applicable jurisdiction.
Sample 1
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Assignment and Assumption of Security Interest. For agreed consideration, at the direction of the Assigning Lender, the Assignor’s Agent hereby SEVERALLY BARGAINS, SELLS, ASSIGNS, TRANSFERS AND CONVEYS to the Purchaser’s Agent, and the Purchaser’s Agent hereby purchases and assumes from the Assignor’s Agent, WITHOUT RECOURSE ON OR WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE (except such representations and warranties as are expressly set forth in Sections 4 and 6), all security interests, liens and other rights, titles, interests, privileges, claims, demands, equities and charges of the Assignor’s Agent as the mortgagee, secured party and named beneficiary existing under or pursuant to the Assigned Security Instruments and all other rights, benefits, remedies and privileges of the Assignor’s Agent in its capacity as the holder of the security under or pursuant to the WF Credit Agreement, the Assigned Security Instruments and the other Loan Documents (the “Assigned Security Interest”). TO HAVE AND TO HOLD the Assigned Security Interest unto the Purchaser’s Agent, for the benefit of its successors and assigns, forever; provided, however, that the Assignor’s Agent shall retain its non-exclusive rights to indemnification or other contingent obligations that survive the termination of Assignor’s Agent status as such as expressly provided for under the Loan Documents.
Sample 1

Related to Assignment and Assumption of Security Interest

  • 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.

  • 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;

  • 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 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.

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

  • 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 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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