Assignment and Assumptions. (a) The Assignor hereby sells, assigns, transfers and conveys to the Assignee all of the rights of the Assignor under the Working Capital Facility Credit Agreement in and to the Assigned Commitment and the Assigned Loans, and the Assignee hereby accepts such assignment, transfer and conveyance from the Assignor and assumes all of the obligations of the Assignor under the Working Capital Facility Credit Agreement in and to the Assigned Commitment and the Assigned Loans. Upon (i) the execution and delivery hereof by the Assignor, the Assignee and, to the extent required pursuant to Section 3 below, the Borrower and the Working Capital Facility Administrative Agent and (ii) the payment of the amounts specified in Section 2 hereof required to be paid on the date hereof, (A) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Working Capital Facility Lender under the Working Capital Facility Credit Agreement with a Working Capital Facility Commitment in an amount equal to the Assigned Commitment, Working Capital Loans outstanding in an aggregate principal amount equal to the Assigned Loans, and a Working Capital Facility Percentage equal to [___] percent ([__]%) and (B) the Working Capital Facility Commitment, Working Capital Loans and Working Capital Facility Percentage of the Assignor shall, as of the date hereof, be reduced correspondingly and the Assignor shall be released from its obligations under the Working Capital Facility Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor.
(b) Each party hereto agrees to comply with the terms and conditions set forth in Section 10.5 of the Working Capital Facility Credit Agreement that govern the making of an assignment thereunder, and such terms and conditions are incorporated herein by reference as if fully set forth herein.
Assignment and Assumptions. (2) Insert if this agreement is between the Assignor and Assignee only.
Assignment and Assumptions. 88 17.02 Leasing Guidelines and Leasing Plan...............................88 17.03 Tower Management Agreement........................................88 17.04 Ernst & Young Lease...............................................89 17.05 Levy Obligations..................................................89
Assignment and Assumptions. For an agreed consideration, the Initial Issuer hereby irrevocably sells and assigns to the New Issuer, and the New Issuer hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the terms of this Assumption Agreement and the Note, as of the Effective Date (as defined below) all of the Initial Issuer’s rights and obligations in its capacity as the Issuer under the Note and any other documents or instruments delivered pursuant thereto to the extent related to the Note. The New Issuer hereby agrees to all the terms and provisions of the Note applicable to it as the Issuer thereunder. Each reference to the Issuer in the Credit Agreement shall be deemed to refer to the New Issuer.
Assignment and Assumptions. It is understood and agreed that:
Assignment and Assumptions. The Assignor hereby assigns to Assignee all of Assignor's rights under the Contracts and Assignor further delegates to Assignee the Assumed Liabilities but only to the extent that such liabilities and obligations arise and are to be performed subsequent to the Closing Date and as otherwise provided in the Agreement. Assignee hereby assumes and agrees to discharge as the same become due all of the Assumed Liabilities arising after the Closing Date.
Assignment and Assumptions. The Lenders hereby agree among -------------------------- themselves (and each of the Loan Parties hereby consents to such agreement) that, concurrently with the Restatement Date, there shall be deemed to have occurred assignments and assumptions with respect to the Debt, Liens, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, the Commitments, the Loans, the Letters of Credit and the Bankers' Acceptances) such that, after giving effect to such assignments and assumptions, the Commitments and the outstanding Loans, Letters of Credit and Bankers' Acceptances of each of the Lenders are as stated in this Agreement, and the Lenders hereby make such assignments and
Assignment and Assumptions. To the extent necessary to give effect to the reallocations of the Obligations effected by the amendment to Schedule 2.01 to the Existing Credit Agreement, each Lender hereby sells and assigns, without recourse, to the Lenders providing the Facility Increase (the “Increase Lenders”), and each of the Increase Lenders, hereby purchases and assumes, without recourse, from each such Lender, effective as of the Second Amendment Effective Date, such interests in such Lender’s rights and obligations under the Existing Credit Agreement (including, without limitation, the Obligations owing to such Lender that are outstanding on the Second Amendment Effective Date).
Assignment and Assumptions. With effect from the IP Transfer Effective Time:
(a) New SubCo hereby assigns to SubCo 1, and SubCo 1 hereby accepts, all of New SubCo’s rights, title and interest in and to Sections 3.06 and 3.07 of the License Agreement (collectively, the “SubCo 1 Rights”), in each case, subject to all applicable terms and conditions set forth in the License Agreement.
(b) SubCo 1 hereby accepts the foregoing assignment, and hereby acknowledges that it shall be responsible for all of the obligations, liabilities, responsibilities, undertakings, covenants and agreements of New SubCo under Sections 3.06 and 3.07 of the License Agreement (collectively, the “SubCo 1 Obligations”), and together with the SubCo 1 Rights, the “SubCo 1 Interests”), whether arising prior to, at or subsequent to the IP Transfer Effective Time, in each case, subject to all applicable terms and conditions set forth in the License Agreement.
(c) Licensee hereby consents to the foregoing assignment and assumption.
Assignment and Assumptions. The COUNTY hereby conveys,
