ASSIGNMENT, ASSUMPTION AND AMENDMENT Sample Clauses

ASSIGNMENT, ASSUMPTION AND AMENDMENT. 2.1 As of, and with effect from, the Effective Date and subject to the terms and conditions set forth herein, including without limitation the amendments and adjustments set out in Clause 3 herein, the Parties agree that: 2.1.1 the Original Buyer shall assign and transfer to Taca all of the rights, title, benefits and interests and all of the obligations and liabilities of the Original Buyer under the Agreement (except as set forth in Clause 3 herein) so far as they relate only to the Assigned Taca Aircraft; 2.1.2 Taca shall assume, undertake and perform all of the obligations and liabilities of the Original Buyer under the Agreement (except as set forth in Clause 3 herein) as contemplated in this TACA Assignment so far as they relate only to the Assigned Taca Aircraft in every way as if Taca had at all times been a party to the Agreement in place of the Original Buyer; 2.1.3 notwithstanding the assignment and assumption contemplated above, the Original Buyer shall remain liable, on a joint and several basis with Taca, for all covenants, undertakings, obligations, duties, responsibilities and liabilities under the GTH Assigned Agreement, which can be further amended or supplemented by the Seller and Taca from time to time; 2.1.4 with respect to the Assigned Taca Aircraft and all of the rights, title, benefits and interests of the Original Buyer under the Agreement (except as set forth in Clause 3 herein), the Original Buyer: (i) irrevocably and forever releases the Seller from all of its respective covenants, undertakings, obligations, duties, responsibilities and liabilities under the Agreement to the extent that the same relate to the Assigned Taca Aircraft; and (ii) irrevocably and forever waives any rights against the Seller with respect to the Assigned Taca Aircraft and any of their rights, title, benefits and interests under the Agreement from and continuing at all times after the Effective Date; 2.1.5 [*] 2.1.6 The Seller acknowledges the aforesaid assignment, transfer, assumption, release and undertaking and consents to the same. For the avoidance of doubt, the Seller shall be responsible to perform its obligations to Taca under the Agreement (except as set forth in Clause 3 herein) as contemplated in this TACA Assignment so far as they relate only to the Assigned Taca Aircraft in every way as if Taca had at all times been a party to the Agreement in place of the Original Buyer. 2.2 Each of the foregoing agreements are conditional on, and shall tak...
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ASSIGNMENT, ASSUMPTION AND AMENDMENT. Effective as of the time of the execution and delivery of this Agreement by the Parties (the “Effective Time”):
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ASSIGNMENT, ASSUMPTION AND AMENDMENT. A. With effect from the Effective Time and subject, where applicable, to the arrangements set forth in Clause 5.2: a. the Existing Lessor assigns to the New Lessor, and the New Lessor agrees to assume, the rights, obligations, duties and liabilities of the “Lessor” under the Lease arising from and including the Effective Time (but, for the avoidance of doubt, not the obligations, duties or liabilities required to be performed, or the rights arising in, or relating to, the period prior to the Effective Time which shall remain the obligations, duties or liabilities of the Existing Lessor); b. the Existing Lessor agrees that the Lessee has no further obligations, duties and liabilities to the Existing Lessor under the Lease (as a consequence of the assignment effected by Clause 2.1.1), and the Existing Lessor agrees that it has no further rights against the Lessee under the Lease, in each case insofar as the same are attributable to the period commencing at, or any event or circumstance occurring after, the Effective Time (but, for the avoidance of doubt, not the obligations, duties or liabilities required to be performed in, or relating to, the period prior to the Effective Time); c. the Lessee releases the Existing Lessor from the Existing Lessor’s obligations, duties and liabilities to the Lessee under the Lease, and the Lessee agrees that it has no further rights against the Existing Lessor under the Lease, in each case insofar as the same are attributable to the period commencing at, or any event or circumstance occurring after the Effective Time (but, for the avoidance of doubt, not the obligations, duties or liabilities required to be performed in, or relating to, the period prior to the Effective Time); d. the Lessee consents to and accepts the assignment to and assumption by the New Lessor of the rights, obligations, duties and liabilities of "Lessor" under the Lease and the New Lessor's agreement to perform the obligations of the "Lessor" under the Lease (but, for the avoidance of doubt, not the obligations, duties or liabilities required to be performed, or the rights arising, in, or relating to, the period prior to the Effective Time); e. the Lessee agrees that it will not assert against the New Lessor any claim or defence arising from circumstances occurring prior to the Effective Time, which it may have or have had against the Existing Lessor under the Lease prior to the Effective Time; Contrail – AAA CD4.1 070121 f. the Lessee acknowledges that...
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ASSIGNMENT, ASSUMPTION AND AMENDMENT 
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Related to ASSIGNMENT, ASSUMPTION AND AMENDMENT

  • Assignment and Amendment This Agreement may not be assigned by the Subadviser, and shall automatically terminate, without the payment of any penalty, in the event: (a) of its assignment, including any change in control of the Adviser or the Subadviser which is deemed to be an assignment under the 1940 Act, or (b) that the Advisory Agreement is assigned or terminates for any reason. Trades that were placed prior to such termination will not be canceled; however, no new trades will be placed after notice of such termination is received. Termination of this Agreement shall not relieve the Adviser or the Subadviser of any liability incurred hereunder. The terms of this Agreement shall not be changed unless such change is agreed to in writing by the parties hereto and is approved by the affirmative vote of a majority of the Trustees of the Trust voting in person, including a majority of the Trustees who are not interested persons of the Trust, the Adviser or the Subadviser, at a meeting called for the purpose of voting on such change, and (to the extent required by the ▇▇▇▇ ▇▇▇) unless also approved at a meeting by the affirmative vote of the majority of outstanding voting securities of the Fund.

  • 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.

  • ASSIGNMENT AND AMENDMENTS This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act); provided that such termination shall not relieve the Adviser of any liability incurred hereunder. This Agreement may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Buyer.