Assignment, Assumption and Consent. Alimera hereby assigns to B&L all of Alimera’s rights in, to and under the Supply Agreement and B&L hereby agrees to and does assume all of Alimera’s duties and obligations under the Supply Agreement arising after the Effective Date; provided, that B&L shall also assume all duties and obligations with respect to the accounts payable and other expenses set forth on Exhibit B. [*] hereby agrees, consents to and accepts the foregoing assignment and assumption.
Assignment, Assumption and Consent. The Contributors will use reasonable efforts to obtain the consent of any third party to any Contract which is required for the assignment of such Contract to Newco. The Contributors will convey, assign, transfer and deliver to Newco, and Newco will acquire, accept and assume each such Contract, after obtaining any required consent, at or after the Closing Date. If any such consent cannot be obtained, the Contributors will use commercially reasonable efforts to (a) provide Newco with the benefits of such Contracts, (b) cooperate in any reasonable and lawful arrangement designed to provide the benefits of such Contracts to Newco, and (c) enforce, at the request and for the account of Newco, any rights of the Contributors or their Subsidiaries against the other party or parties thereto arising under such Contracts. The Contributors' only liability for any Contract that is not assigned to Newco will be limited to the Contributors' obligations pursuant to this Section 4.8. Without limiting the foregoing, with respect to any third party consent for which any required consent is not obtained prior to the Closing, each Party will use its reasonable best efforts to obtain any such consent or approval after the Closing Date until such consent or approval has been obtained, except that no such party will be required to make any material expenditure in connection with its obligations under this Section 4.8.
Assignment, Assumption and Consent. (a) As of the Effective Date, the Company does hereby transfer, assign and deliver to Holdings all right, title and interest of the Company in and to the Common Stock Purchase Agreement, the Common Stock Subscription Agreement, the Preferred Stock Purchase Agreement, the Stockholders' Agreement, and the Registration Rights Agreement (collectively, the "Agreements") and Holdings does hereby assume all of the Company's obligations thereunder. References to Teletrac, Inc. in each of the Agreements shall be amended to be references to Teletrac Holdings, Inc., as appropriate, and references to the Company in each Agreement shall be deemed to be references to Teletrac Holdings, Inc., as appropriate, other than references to Teletrac, Inc. or the Company in Article II of the Preferred Stock Purchase Agreement, the Common Stock Purchase Agreement and the Common Stock Subscription Agreement.
(b) As of the Effective Date, Holdings hereby assumes and agrees to pay, perform and discharge when and as due all liabilities and obligations of the Company arising under the Agreements on and after the Effective Date.
(c) Each of the Stockholders does hereby consent to the assignment by the Company of all of its right, title and interest in and to the Agreements, and the delegation of its duties under such Agreements, to Holdings. Each Stockholder acknowledges and agrees that, notwithstanding anything in the Agreements to the contrary, the Company shall have no liability or obligation whatsoever thereunder with respect to any period from and after the Effective Date, and that Holdings shall be solely responsible for the same. Notwithstanding the foregoing, it is understood that the Stockholders do not waive hereunder any claims they may have against the Company arising prior to the Effective Date, subject in any event to Section 8 hereof.
Assignment, Assumption and Consent. (a) Sellers will use commercially reasonable efforts to obtain the consent of any third-party to any purchase order, contract, agreement or other obligation exclusively related to the Business, which consent is required for the assignment of any such purchase order, contract, agreement or other obligation from Sellers to Buyer. For no additional consideration, Sellers will sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase, acquire, accept and assume such purchase orders, contracts, agreements and other obligations (i) with respect to the Manufacture or Contract Manufacture of Products pursuant to the Transitional Supply Agreement, after obtaining such required consent, if obtained, and after the termination or expiration of the Transitional Supply Agreement and (ii) with respect to all other such purchase orders, contracts, agreements and other obligations, after obtaining such required consent, if obtained, and at or after Closing.
(b) Upon termination or expiration of the Transitional Supply Agreement and for no additional consideration, Sellers will sell, convey, assign, transfer and deliver to Buyer and Buyer will purchase, acquire, accept and assume all Supply Contracts in effect as of the termination or expiration of the Transitional Supply Agreement.
(c) Buyer acknowledges and agrees that Sellers, after the execution of this Agreement and in the ordinary course of the business, may, with Buyer’s knowledge and consent as to agreements for more than $25,000, amend or modify any Supply Contracts and/or other purchase orders, contracts, agreements or other obligations related to the Manufacture or Contract Manufacture of Products that were in effect as of the date of execution of this Agreement, or may enter into new Supply Contracts and/or other purchase orders, contracts, agreements or other obligations, all as necessary or advisable to fulfill Sellers’ obligations pursuant to the Transitional Supply Agreement. Buyer shall assume no liability or responsibility for any amendment or modification by Seller of any Supply Contract, purchase order, contract, agreement or obligation made subsequent to the Closing Date without the knowledge and express consent of Buyer, except those amendments or modifications that are made in the ordinary course of the business or involve less than $25,000.
Assignment, Assumption and Consent. 1.1 Assignor does hereby assign all of its right, title and interest and obligations in and to the Agreement.
1.2 Assignee hereby accepts the foregoing assignment, assumes all of Assignor's obligations pursuant to the Agreement and agrees to perform all the terms of the Agreement on and after the date hereof.
1.3 Sapexxxxxx xxxeby consents to the assignment and assumption referred to in Section 1.1 and 1.2 above.
Assignment, Assumption and Consent. As of the Transaction Effective Date, Assignor hereby assigns and transfers unto Assignee all of Assignor’s rights, title and interest as Tenant in and to the Lease. Assignee hereby accepts this Assignment and agrees to assume and be bound by and to perform all of the duties and obligations as Tenant under the Lease, and shall be liable to Landlord for the performance thereof. After the Transaction Effective Date, all references in the Lease to Tenant shall mean the Assignee. Assignor shall not be released from any obligations or duties under the Lease and shall remain fully liable thereon notwithstanding this Assignment. As part of the assignment, Assignor will assign its current Security Deposit with a balance of $22,726.73 to Assignee and any future refund of the Security Deposit, if any, shall be made exclusively to Assignee. The Landlord hereby consents to the assignment and assumption of this Lease. Assignor and Assignee agree and acknowledge that the Demised Premises shall be used for the use as defined in the Lease, and for no other purpose whatsoever without the written consent of Landlord.
Assignment, Assumption and Consent. Assignor hereby sells, assigns, conveys, transfers and delivers to Assignee, and Assignee hereby purchases, assumes, acquires, and accepts from Assignor, all of Assignor’s rights and obligations under the TLA, in each case arising on or after the Assignment Date. For avoidance of doubt, Assignor will be solely responsible for its acts or omissions under the TLA prior to the Assignment Date, and Assignee will be solely responsible for its acts or omissions under the TLA on or after the Assignment Date. Licensor hereby consents to the assignment and assumption as described in this paragraph above.
Assignment, Assumption and Consent. Effective as of _________, 2016 (“Assignment Date”), Assignor acknowledges and agrees that it has assigned, transferred and delegated to Assignee the Assigned Rights and Obligations. Assignee acknowledges and agrees that it has assumed and agrees to pay, perform and discharge all of the Assigned Rights and Obligations as of the Assignment Date. Landlord acknowledges and agrees that, pursuant to Article XIII(f) of the Lease, Landlord’s consent was not required for the foregoing assignment between Assignor and Assignee. Notwithstanding the foregoing, for avoidance of doubt, Landlord hereby consents to such assignment of the Assigned Rights and Obligations to Assignee.
Assignment, Assumption and Consent. Effective as of the date hereof and with the consent of Landlord which is hereby granted: (i) Assignor hereby assigns to Assignee all of Assignor’s rights, covenants, obligations and liabilities in and to the Lease including, without limitation, all of Assignor’s rights to occupy the Premises, and to exercise any and all other lights of Assignor as Tenant under the Lease; and (ii) Assignee hereby unconditionally assumes all of Assignor’s rights, covenants, obligations and liabilities under the Lease, and agrees to pay when due all rents and other charges under the Lease and to perform and observe all of the other terms and conditions on Tenant’s part to be performed and observed under the Lease. As of the date hereof, all references to Tenant in the Lease shall refer to Assignee. Assignee confirms that it has reviewed the Lease with any legal counsel of Assignee’s choosing and Assignee agrees that Landlord shall have the right of direct action against Assignee pursuant to the same remedies as are available against Tenant.
Assignment, Assumption and Consent. MMR hereby conveys, transfers and assigns unto USS Energy Star all of MMR’s right, title, obligation and interest in and to the Agreement, including the Confirmation and the Cover Sheet, and USS Energy Star hereby accepts the foregoing assignment and hereby assumes all of the past, present and future obligations and liabilities of MMR under the Agreement, including the Confirmation and Cover Sheet, on the Restated Fourth Amendment Effective Date. SDG&E hereby consents to the foregoing assignment.
