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Assignment, Assumption and Novation Sample Clauses

Assignment, Assumption and Novation. (a) Notwithstanding any provision in the Treaty to the contrary (including those relating to the assignability of the Treaty or the giving of notice), all of which are hereby expressly waived by BMA and the Consentor, subject to the Closing and effective as of the Effective Time and without further formality, BMA hereby sells, transfers and assigns to the Assignee all BMA’s right, duties risks, obligations and liabilities under the Treaty with respect to all rights, duties, risks, obligations and liabilities existing or hereinafter arising under the Treaty (the “Reinsurance Liabilities”). (b) Subject to the Closing and effective as of the Effective Time, the Assignee agrees to assume, and shall observe and perform, all of BMA’s rights, duties, risks, obligations and liabilities under the Treaty with respect to the Reinsurance Liabilities. (c) Subject to the Closing and effective as of the Effective Time, the Consentor hereby consents to the assignment of the Treaty to the Assignee and, in consideration of the Assignee’s assumption of BMA’s rights, duties, risks, obligations and liabilities under the Treaty with respect to the Reinsurance Liabilities, agrees that upon such assignment BMA shall thereby be released and forever discharged from any such duties, obligations and liabilities under the Treaty. (d) In consideration of the Consentor’s consent to the assignment of the Treaty to the Assignee, the Assignee agrees that the Consentor shall be entitled to enforce the Treaty with respect to the Reinsurance Liabilities directly against the Assignee and shall have a direct right of action against the Assignee in respect of such duties, obligations and liabilities as if the Assignee had executed and delivered the Treaty instead of BMA. (e) Consentor acknowledges that Assignee is in the process of changing its name from Clarica Life Reinsurance Company to Generali USA Life Reassurance Company. Further, Assignee will notify Consentor when such name change has been effected.
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Assignment, Assumption and Novation. 1.1 On the Effective Date, Steel Wheels hereby assigns, transfers and conveys to HLI all of Steel Wheel’s rights, title, and interest in, to and under the Capacity Agreement and Team G hereby assigns, transfers and conveys to HLL all of Team G’s rights, title, and interest in the Loading Agreement. The “Effective Date” shall be the date the Order becomes binding, final and non-appealable by all parties to the Bankruptcy Proceedings pursuant to Fed. R. Bankr. Pro. 9006(a), which estimated to be August 28, 2006. Notwithstanding anything to the contrary in this Agreement, if the Order does not become binding, final and non-appealable by September 30, 2006, all obligations of the Assignees hereunder shall cease, the Proceeds (hereinafter defined) shall be returned to Assignees, and this Agreement and any previous or contemporaneous offers or agreements related to the subject matter of this Agreement shall be null and void. 1.2 On the Effective Date, (i) HLI unconditionally assumes and shall promptly, fully, completely and faithfully keep, fulfill, observe, perform and discharge each and every covenant and obligation that may become performable under the Capacity Agreement; and (ii) HLI shall be bound by all of the terms and conditions of the Capacity Agreement. 1.3 On the Effective Date, (i) NYGLR recognizes HLI as Steel Wheel’s successor-in-interest in and to the Capacity Agreement; (ii) HLI by this Agreement becomes entitled to all right, title and interest of Steel Wheels in and to the Capacity Agreement as if HLI were an original party to the Capacity Agreement; (iii) NYGLR shall be bound by the terms of the Capacity Agreement in every way as if HLI were named in the Capacity Agreement in place of Steel Wheels as a party thereto. 1.4 On the Effective Date, (i) HLL unconditionally assumes and shall promptly, fully, completely and faithfully keep, fulfill, observe, perform and discharge each and every covenant and obligation that may become performable under the Loading Agreement; and (ii) HLL shall be bound by all of the terms and conditions of the Loading Agreement. 1.5 On the Effective Date, (i) NYGLR recognizes HLL as Team G’s successor-in-interest in and to the Loading Agreement; (ii) HLL by this Agreement becomes entitled to all right, title and interest of Team G in and to the Loading Agreement as if HLL were an original party to the Loading Agreement; (iii) NYGLR shall be bound by the terms of the Loading Agreement in every way as if HLL were named i...
Sample 1
Assignment, Assumption and Novation. 1.1 On the date hereof (the “Effective Date”), Assignor hereby assigns, transfers and conveys to Assignee all of Assignor’s rights, title, and interest in, to and under the Participation Agreement. 1.2 On the Effective Date, (i) Assignee unconditionally assumes and shall promptly, fully, completely and faithfully keep, fulfill, observe, perform and discharge each and every covenant and obligation that may become performable under the Participation Agreement; and (ii) Assignee shall be bound by all of the terms and conditions of the Participation Agreement. 1.3 On the Effective Date, Assignee by this Agreement becomes entitled to all right, title and interest of Assignor in and to the Participation Agreement as if Assignee were an original party to the Participation Agreement.
Sample 1
Assignment, Assumption and Novation. 1.1 On the Effective Date, Assignor hereby assigns, transfers and conveys to Assignee all of Assignor’s rights, title, and interest in, to and under the License Agreement. 1.2 On the Effective Date, (i) Assignee unconditionally assumes and shall promptly, fully, completely and faithfully keep, fulfill, observe, perform and discharge each and every covenant and obligation that may become performable under the License Agreement; and (ii) Assignee shall be bound by all of the terms and conditions of the License Agreement. 1.3 On the Effective Date, Assignee by this Agreement becomes entitled to all right, title and interest of Assignor in and to the License Agreement as if Assignee were an original party to the License Agreement.
Sample 1
Assignment, Assumption and Novation. Effective as of the Effective Date, Assignor hereby assigns, transfers, and conveys to Assignee the Assigned Agreements and all of its rights, titles, benefits, privileges, and interests in and to, and delegates all of its burdens, obligations, and liabilities in connection with, the Assigned Agreements, and Assignee hereby accepts the assignment and agrees to assume and perform all of Assignor’s duties, obligations, terms, provisions, and covenants under the Assigned Agreements, mutatis mutandis, whenever created or incurred, including without limitation the obligation to pay liabilities of Assignor arising or accruing on or before the Effective Date, in the same manner as if Assignee were the original party to the Assigned Agreements. For the avoidance of doubt, Assignee hereby acknowledges and agrees that as of the Effective Date it will be responsible to the NYISO for all rebills, resettlements, and any other financial obligations incurred by Assignor prior to the Effective Date pursuant to the Assigned Agreements.
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Assignment, Assumption and Novation 
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Related to Assignment, Assumption and Novation

  • Assignment and Novation 34.1 The Supplier shall not assign, novate, or otherwise dispose of or create any trust in relation to any or all of its rights, obligations or liabilities under this Framework Agreement or any part of it without Approval. 34.2 The Authority may assign, novate or otherwise dispose of any or all of its rights, liabilities and obligations under this Framework Agreement or any part thereof to: 34.2.1 any Other Contracting Body; or 34.2.2 any Central Government Body or other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or 34.2.3 any private sector body which substantially performs the functions of the Authority, and the Supplier shall, at the Authority’s request, enter into a novation agreement in such form as the Authority shall reasonably specify in order to enable the Authority to exercise its rights pursuant to this Clause 34.2. 34.3 A change in the legal status of the Authority such that it ceases to be a Contracting Body shall not, subject to Clause 34.4 affect the validity of this Framework Agreement and this Framework Agreement shall be binding on any successor body to the Authority. 34.4 If the Authority assigns, novates or otherwise disposes of any of its rights, obligations or liabilities under this Framework Agreement to a body which is not a Contracting Body or if a body which is not a Contracting Body succeeds the Authority (both “Transferee” in the rest of this Clause) the right of termination of the Authority in Clause 30.4 (Termination on Insolvency) shall be available to the Supplier in the event of the insolvency of the Transferee (as if the references to Supplier in Clause 30.4 (Termination on Insolvency)) and to Supplier or Framework Guarantor or Call Off Guarantor in the definition of Insolvency Event were references to the Transferee.

  • Assignment; Assumption by Successor The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

  • 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 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.

  • 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).

  • 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 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.

  • Assumption of Agreement Employer shall require any Successor thereto, by agreement in form and substance reasonably satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession had taken place. Failure of Employer to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from Employer in the same amount and on the same terms as Executive would be entitled hereunder if Employer had terminated Executive’s employment Without Cause as described in Section 7, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

  • ASSIGNMENT AND SUB-LETTING Tenant shall not assign this Agreement, or sub-let or grant any license to use the Premises or any part thereof without the prior written consent of Landlord. A consent by Landlord to one such assignment, sub-letting or license shall not be deemed to be a consent to any subsequent assignment, sub-letting or license. An assignment, sub-letting or license without the prior written consent of Landlord or an assignment or sub-letting by operation of law shall be absolutely null and void and shall, at Landlord's option, terminate this Agreement.

Most Referenced Clauses

Most Referenced Definitions