Assignment & Assumption Agreement Sample Clauses

Assignment & Assumption Agreement. Any assignee under subsections A or B.1 above shall, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of the City, assume all of the obligations of the Developer being assigned. The Developer shall be relieved from any obligations that are assigned according to the terms of this Agreement.
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Assignment & Assumption Agreement. Any assignee under subsections (A) or (B) above shall, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of the City, assume all of the obligations of the Developer being assigned. The Developer shall be relieved from any assigned obligations upon a determination by the Governing Body of the City that, in the case of an assignment under subsection (A), the assignee has the qualifications and financial responsibility adequate to fulfill the obligations of the Developer being assigned and, in the case of both subsections (A) and (B), the proposed assignee has provided the City with the written assignment and assumption agreement mentioned above.
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Assignment & Assumption Agreement. An Assignment and Assumption Agreement, in substantially the form attached hereto as EXHIBIT 9.1(c) (the "Assignment and Assumption Agreement") assigning and transferring to TradePoint all of ASA's right, title and interest in and to the Assumed Liabilities listed on Schedules 2(a) through 2(d) attached hereto shall have been executed and delivered by TradePoint.
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Assignment & Assumption Agreement. Each Equityholder shall have delivered to the Purchaser, in accordance with Section 2.3(b)(iv), the Assignment and Assumption Agreement.
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Assignment & Assumption Agreement. The Developer agrees that any assignment of all or any portion of the Property shall be accompanied by a corresponding written instrument providing for the assignment to, and the assumption of, the Developer’s rights and obligations under this Agreement with respect to such Property assigned. Any assignee under subsections (a) or (b) above shall, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of the City, assume all of the obligations of the Developer being assigned. Any such written instrument described herein shall be referred to as an “Assignment & Assumption Agreement.” At the election of the Developer, the Assignment and Assumption Agreement may provide for the assignment of the right to receive CID Revenues generated from such assigned Property for reimbursement of CID Reimbursable Costs as provided in Article Five herein. If the assignee is comprised of multiple entities as tenants in common, then such Assignment & Assumption Agreement must contain (i) a provision that each entity to which such rights and obligations are assigned shall be jointly and severally liable for the obligations and liabilities of the Developer in this Agreement; (ii) the designation of one person or entity responsible for communicating with the City regarding this Agreement and the provisions herein; and (iii) if applicable, the designation of one person or entity to which the City shall issue reimbursement payments of CID Reimbursable Costs (as defined herein). Notwithstanding the foregoing, nothing in this subsection is intended to modify or amend the provisions of Section 7.6 of this Agreement. Developer shall be relieved from all assigned rights, duties and obligations, including the right to receive CID Revenues, upon a determination by the Governing Body that, in the case of an assignment under subsection (a), the assignee is taking assignment of all of the Property and has the qualifications and financial responsibility adequate to fulfill the obligations of Developer being assigned and, in the case of both subsections (a) and (b), the proposed assignee has provided the City with the written Assignment & Assumption Agreement. Once Developer has been relieved of its obligations hereunder with respect to a portion of the Property, the failure of any assignee to make timely payment of taxes and special assessments levied against such assignee’s property or any other default of assignee under this Agreement, shall in no...
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Assignment & Assumption Agreement. The Buyer and Seller shall enter into, at Closing, a Xxxx of Sale and Assignment Agreement in the form attached hereto as Exhibit B.
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Assignment & Assumption Agreement. Buyer shall execute and deliver to Seller the Assignment and Assumption Agreement.
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Related to Assignment & Assumption Agreement

  • 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.

  • Amendment; Assignment This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. Except for the Management Stockholder’s right to assign his or her rights under Section 4(a) or the Company’s right to assign its rights under Section 4(b), no party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto.

  • Assumption Agreement The Buyer shall have executed and delivered to the Seller the Assumption Agreement.

  • Assumption Agreements In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which copy shall be added to the related Custodial File and, for all purposes, shall be considered a part of such Custodial File to the same extent as all other documents and instruments constituting parts thereof.

  • Assignment; Amendment This Agreement may not be assigned by any party hereto without the prior express written consent of all other parties. This Agreement may not be amended except by the express written consent of all parties hereto.

  • Assignment Agreement The Assignment and Assumption Agreement, dated the Closing Date, between Residential Funding and the Company relating to the transfer and assignment of the Mortgage Loans.

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • 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 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.

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