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. 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. 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. 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. (a) This Agreement and the rights, interests or obligations of the parties hereunder may not be assigned by any Stockholder, whether by operation of law or otherwise, without the prior written consent of Parent. Parent may assign its rights and interest hereunder against any Stockholder to any of its Affiliates, and any such assignee Affiliate may reassign those rights and interests to any other Affiliate of Parent, without the consent of that Stockholder, but any other such assignment to any other Person will require the prior written consent of that Stockholder, which consent that Stockholder will not unreasonably withhold. Subject to the preceding sentence, this Agreement will be binding on, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
Assignment; Assumption. 11.1. The Developer covenants and agrees not to sell the Lands, or portion thereof, to which there are outstanding obligations under this Agreement, unless the purchaser agrees to assume the outstanding obligations of this Agreement for the Lands or portions thereof purchased.
