Assignment; Assumption. Assignor hereby assigns and transfers to Assignee all of Assignor’s right, title, claim and interest as “Buyer” or otherwise in, to and under the Purchase Agreement. By executing this Assignment, Assignee hereby accepts such assignment and expressly agrees to assume and be bound by all of the provisions of the Purchase Agreement from and after the date hereof.
Assignment; Assumption. Subject to the provisions of Clause 7.1.3, neither this Agreement nor any rights or obligations hereunder may be assigned or duties delegated (other than specified in the EAP Plan) by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any assignment in violation of this clause shall be null and void. Any permitted assignee shall, upon the request of the other Party hereto, expressly acknowledge, by written agreement, its assumption of all obligations and liabilities under this Agreement.
Assignment; Assumption. Assignor hereby assigns, transfers and delivers to Assignee, and Assignee does hereby accept, all of Assignor's rights, titles, and interests, legal and equitable, in, to and under the equipment leases and office leases identified in Schedule 1.1(c) and Schedule 1.1(f) of the Asset Purchase Agreement (the "Assigned Contracts"), and Assignee agrees to assume and to pay when due, those liabilities accruing from and after the date hereof under the Assigned Contracts and to observe, perform, and comply with the covenants, restrictions, limitations, and conditions imposed upon Assignor under the Assigned Contracts; provided, however, that any and all obligations and liabilities arising under any such lease as of or prior to the Closing Date and any and all obligations and liabilities arising out of or in connection with the Seller's breach of any such lease shall, in each case, remain the obligations and liabilities of the Seller.
Assignment; Assumption. Choice hereby assigns to Franchising all of ----------------------- its right, title and interest in and to the Agreement and Franchising hereby assumes all obligations of Choice under the Agreement.
Assignment; Assumption. Assignor hereby assigns, transfers and delivers to Assignee, and Assignee does hereby accept and assume, all of the obligations and liabilities of Assignor under the Assigned Agreements (as defined in the Asset Purchase Agreement) to the extent arising on or after the Closing Date (as defined in the Asset Purchase Agreement). Assignee agrees to assume and to pay when due, if applicable, those liabilities accruing from and after the Closing Date under the Assigned Agreements, and to observe, perform, and comply with the covenants, restrictions, limitations, and conditions imposed upon Assignor under the Assigned Agreements.
Assignment; Assumption. Effective as of the Effective Date, Assignor hereby sells, transfers and assigns to Assignee all of Assignor’s right, title and interest in, to and under as Purchaser under the Assigned Contract (except for the right to file a reactive power tariff at FERC and receive any reactive power revenues and/or rights associated with the Assigned Contract) to the extent arising out of the period commencing on the Effective Date through and including November 30, 2008 (the “Assignment Period”). In consideration for the Assignment Payment, Assignee expressly accepts the assignment set forth in the preceding sentence for the relevant Assignment Period and hereby assumes all of Assignor’s liabilities, obligations, taxes and contractual commitments as Purchaser under and/or pertaining to the Assigned Contracts (except for any reactive power revenues and/or rights associated with the Assigned Contract) to the extent arising out of such Assignment Period. Notwithstanding the preceding paragraph:
(a) the Parties agree that any payments, Energy or other benefits (howsoever defined) or liabilities in connection with the Assigned Contract to the extent occurring during or arising out of a period of time either before or after the Assignment Period shall be for the account of, and promptly delivered to or satisfied by, as applicable, Assignor, even if such payments, Energy or other benefit are made or delivered for whatever reason during the Assignment Period; and
(b) the Parties agree that any payments, Energy or other benefits (howsoever defined) or liabilities in connection with the Assigned Contract to the extent occurring during or arising out of the Assignment Period shall be for the account of, and promptly delivered to or satisfied by, as applicable, Assignee, even if such payments, Energy or other benefit are made or delivered for whatever reason during a period of time either before or after the Assignment Period; and
(c) although Assignor will retain the legal right to file a reactive power tariff at FERC and receive any “reactive power revenues and/or rights” which occur during or arise out of the Assignment Period in connection with the Assigned Contract, Assignor shall request that PJM Interconnection, LLC (“PJM”) direct all reactive power revenue payments (“Reactive Power Payments”) which occur during or arise out of the Assignment Period in connection with the Assigned Contract to an account specified by Assignee (or if for any reason PJM does not make such pay...
Assignment; Assumption. Assignor hereby assigns, transfers and delivers to Assignee, and Assignee does hereby accept, all of Assignor's rights, titles, and interests, legal and equitable, in, to and under the equipment leases identified in Schedule 1.1(c) of the Asset Purchase Agreement and the office leases identified in Schedule 1.1(f) of the Asset Purchase Agreement (the "Assigned Contracts"), and Assignee agrees to assume and to pay when due, those liabilities accruing from and after the date hereof under the Assigned Contracts and to observe, perform, and comply with the covenants, restrictions, limitations, and conditions imposed upon Assignor under the Assigned Contracts.
Assignment; Assumption. Effective immediately prior to the Closing, BWRI hereby assigns all of its right, title and interest, and delegates all of its obligations and liabilities, in and to the Purchase Agreement to Empire, and Empire accepts such rights, title and interest, and fully assumes such obligations and liabilities, from BWRI (the “Assignment”). Although not required under the Purchase Agreement, the Seller Parties hereby consent to the Assignment, and acknowledge that all rights and obligations of BWRI as “Purchaser” under the Purchase Agreement shall automatically become the rights and obligations of Empire.
Assignment; Assumption. This Mortgage and the Mortgagor’s obligations hereunder may be assigned to and assumed by a successive owner of the Property only upon the express prior written consent of the Mortgagee.
Assignment; Assumption. (a) The General Partner hereby grants, assigns, conveys and transfers to the Partnership, and the Partnership hereby accepts from the General Partner, all of the General Partner’s right, title and interest in and to the Right to Elect Consideration; provided, however, that if the Partnership, in connection with its exercise of such Right to Elect Consideration, does not elect to pay the Cash Amount, then: (i) the General Partner shall satisfy the Exchange Partner’s exercise of the Exchange Right by issuing and delivering Common Shares to such Partner and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchange Partner of the Tendered Units to the General Partner in exchange for the Common Shares; and provided further that in no event shall the Partnership acquire or be deemed to acquire a proprietary interest in any Common Shares issued as consideration for the Tendered Units. In addition, if the Partnership elects to pay the Cash Amount, then (i) the General Partner shall pay such Cash Amount to the Exchanging Partner and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchange Partner of the Tendered Units to the General Partner in exchange for the Cash Amount. The General Partner agrees to take such further action and to execute such additional documents as may be reasonably necessary to effect the assignment of the Right to Elect Consideration to the Partnership.
(b) Subject to the second sentence of Section 1(a) hereof, from and after the date hereof, the Partnership assumes all right, title and interest in and to and all obligations and liabilities relating to or arising in connection with the Right to Elect Consideration. The General Partner agrees to take such further action and to execute such additional documents as may be reasonably necessary to effect the assignment of the Right to Elect Consideration to the Partnership.
(c) The Partnership and the General Partner agree that the Right to Elect Consideration shall be a management duty of the General Partner governed by Section 9.1 of the Partnership Agreement.
