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 re-confirm that: 2.1.1 the Original Buyer assigned and transferred to the New Buyer all of the rights, title, benefits and interests and all of the obligations and liabilities of the Original Buyer under the Purchase Agreement (except as set forth in clause 3 herein) so far as they relate only to the Assigned Avianca Aircraft; 2.1.2 the New Buyer assumed and undertook all of the obligations and liabilities of the Original Buyer under the Purchase Agreement (except as set forth in clause 3 herein) as contemplated in the Letter Agreements and this Assignment so far as they relate only to the Assigned Avianca Aircraft in every way as if the New Buyer had at all times been a party to the Purchase Agreement in place of the Original Buyer; 2.1.3 the New Buyer shall perform the obligations and liabilities of the Original Buyer under the Purchase Agreement so far as they relate to the Assigned Avianca Aircraft and is bound by the terms of the Assigned Purchase Agreement in respect thereof in every way as if the New Buyer had at all times been a party to the Purchase Agreement in place of the Original Buyer; 2.1.4 with respect to the Assigned Avianca Aircraft and all of the rights, title, benefits and interests of the Original Buyer under the Purchase Agreement (except as set forth in clause 3 herein), the Original Buyer and Airbus: (i) irrevocably and forever release each other from all of their respective covenants, undertakings, obligations, duties, responsibilities and liabilities under the Purchase Agreement to the extent that the same relate to the Assigned Avianca Aircraft; and (ii) irrevocably and forever waive any rights against each other with respect to the Assigned Avianca Aircraft and any of their rights, title, benefits and interests under the Purchase Agreement from and continuing at all times after the Effective Date; and 2.1.5 Airbus acknowledges the aforesaid assignment, transfer, assumption, release and undertaking and consents to the same. 2.2 Each of the foregoing agreements is conditional on, and took effect simultaneously with, the others. 2.3 New Buyer and Airbus each acknowledge that from the Effective Date hereof, the New Buyer shall be the “Buyer” under, and is bound, liable and responsible for all terms and conditions set forth in,...
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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. Effective as of the time of the execution and delivery of this Agreement by the Parties (the “Effective Time”):
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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 0000 Xxx) 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 (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 Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • 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.

  • 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.

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

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