Assignment, Assumption and Release. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Assignor hereby grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as "Purchaser," in, to and under the Sale Agreement and the Mortgage Loans. The Assignee hereby assumes all of the Assignor's right, title, interest and obligations with respect to the Mortgage Loans and the Sale Agreement from and after the date hereof. The Assignor is hereby relieved and released of all of its obligations under the Sale Agreement from and after the date hereof.
Assignment, Assumption and Release. Subscriber hereby assigns to Provider all right, title and interest that Subscriber may have (if any) in and to the Network and Provider hereby accepts such assignment. In consideration of the foregoing assignment: (i) Provider hereby assumes and agrees to pay all liabilities arising out of, or related to, the operation, management, administration and maintenance of the Network prior to the Effective Date, including, without limitation, all liabilities relating the Network for accrued and unpaid income, property and other taxes (and any applicable fines or penalties resulting from non-payment thereof); and (ii) Subscriber hereby releases Provider and its affiliates, and the Network, from any past, present or future claims that Subscriber has or may have, that arise or relate to (x) the operation, management, administration and maintenance of the Network prior to the Effective Date or (y) any ownership interest the Subscriber has or may have in the Network. IN WITNESS WHEROF, Provider and Subscriber have caused their authorized representatives to sign this Subscription Agreement to be effective as of the Effective Date. By: By: Name: Name: Title: Title: These RTK Network - Terms of Service (“Terms of Service”) are attached to, and incorporated by reference into, a Subscription Agreement (“Subscription Agreement”) between AllTerra Central, Inc. (“Provider”) and the Subscriber named in the Subscription Agreement (“Subscriber”). All references to the Subscription Agreement include the Subscription Agreement signed by the parties, these Term of Service and any other document incorporated by reference into either the Subscription Agreement or these Term of Service. Capitalized terms used but not otherwise defined in these Term of Service are defined in the Subscription Agreement. THESE TERMS OF SERVICE GOVERN SUBSCRIBER’S USE OF THE NETWORK IDENTIFIED IN A SIGNED SUBSCRIPTION AGREEMENT (the “Network”). SUBSCRIBER SHOULD READ THESE TERMS OF SERVICE CAREFULLY.
Assignment, Assumption and Release. Effective as of and from May 3, 2001 ("Assignment Effective Date"), Assignor hereby assigns and delegates to Assignee all Assignor’s rights, duties and obligations under the Transactions, and Assignee hereby accepts such assignment and delegation and assumes such rights, duties and obligations. As of and from the Assignment Effective Date, Assignor shall be fully released from all rights, duties and obligations under the Transactions.
Assignment, Assumption and Release. Pursuant to Section 10.04(f) of the Credit Agreement, the Assignor hereby assigns, transfers and conveys to the Assignee all of its rights, duties, liabilities and obligations under the Credit Agreement and any other Credit Document, including, without limitation, with respect to the Specified Letters of Credit, and the Assignee hereby accepts such assignment from the Assignor and (a) agrees to be bound by all of the terms, conditions and provisions of the Credit Agreement and any other Credit Document, including, without limitation, with respect to the Specified Letters of Credit; (b) assumes all of the rights, duties, liabilities and obligations of the Assignor described in the Credit Agreement and any other Credit Document, including, without limitation, with respect to the Specified Letters of Credit and, for the avoidance of doubt, shall be deemed to be the Specified Account Party with respect to the Specified Letters of Credit for all purposes under the Credit Agreement; and (c) promises to keep and perform all covenants, terms, provisions and agreements of the Assignor under the Credit Agreement and any other Credit Document, including, without limitation, with respect to the Specified Letters of Credit, including, but not limited to, the obligation of the Assignor to reimburse the Issuing Lender(s) for any and all amounts paid by the Issuing Lender(s) under the Specified Letters of Credit, to pay the Issuing Lender(s) any amounts owing under the Credit Agreement when due and to indemnify and hold harmless the Issuing Lender(s) as provided in the Credit Agreement or any other Credit Document. In connection with the aforesaid assignment and assumption, the Administrative Agent hereby releases the Assignor from any and all of its rights, duties, liabilities and obligations under the Credit Agreement and any other Credit Document, including, without limitation, with respect to the Specified Letters of Credit, except in the event the Assignor has made any material misrepresentations to any Lender, Issuing Lender, the Administrative Agent or the Collateral Agent or in the case of the Assignor’s fraud or wilful misconduct.
Assignment, Assumption and Release. (a) Effective on and as of the Restatement Date, the Exiting Borrower hereby sells, assigns and transfers to the Borrower, and the Borrower hereby accepts from the Exiting Borrower, all right, title and interest of the Exiting Borrower in, and liabilities and obligations of the Exiting Borrower under, the Original Agreement.
(b) Effective on and as of the Restatement Date, the Borrower hereby unconditionally and irrevocably assumes all right, title and interest of the Exiting Borrower in, and liabilities and obligations of the Exiting Borrower under, the Original Agreement, including all such obligations in respect of Loans outstanding on the Restatement Date, and in furtherance of said assumption, the Borrower agrees that on and after the Restatement Date, the Borrower shall be bound in all respects by all of the grants, terms, covenants, representations, warranties and conditions of this Agreement, as if the Borrower were named the "Borrower" under and as defined in the Original Agreement, without further action required on the part of any party hereto or thereto. In addition, on and after the Restatement Date, the Borrower assumes, agrees to observe and perform, and promises to pay all obligations, duties and liabilities of the Exiting Borrower, now or hereafter existing, arising out of, under or in connection with, the Original Agreement (including, without limitation, the punctual payment when due of the principal, interest and fees owing thereunder, including all such obligations in respect of Loans outstanding on the Restatement Date), in each case as though the Borrower were named the "Borrower" under and as defined in the Original Agreement.
(c) Effective on and as of the Restatement Date, the Exiting Borrower shall be released and discharged from any and all liabilities and obligations under the Original Agreement, including all such obligations in respect of Loans outstanding on the Restatement Date, and shall have no right, title or interest in, or liabilities or obligations under, this Agreement.
Assignment, Assumption and Release. Prudential hereby assigns to PERC Management, and PERC Management hereby assumes, each of the rights and obligations of Prudential in, under and to the Equity Capital Contribution Agreement, and the Partnership hereby releases Prudential from any and all obligations under the Equity Capital Contribution Agreement.
Assignment, Assumption and Release. Assignor hereby transfers and assigns all of its right, title and interest in, to and under the Lease as tenant to Assignee. Assignee hereby accepts such assignment and assumes and agrees to pay and perform all of Assignor s obligations as tenant arising or accruing under the Lease from and after the Effective Date. As of the Effective Date, Landlord releases Assignor from all obligations accruing under the Lease after the Effective Date, provided, however, Assignor shall not be released, and such release shall be of no force or effect, unless and until Landlord receives the amounts described in Section 7 below.
Assignment, Assumption and Release. Effective as of and from __________, 199_ ("Assignment Effective Date"), Assignor hereby assigns and delegates to Assignee all Assignor’s rights, duties and obligations under the Transactions, the Master Agreement and the relevant Credit Support Documents and Assignee hereby accepts such assignment and delegation and assumes such rights, duties and obligations. As of and from the Assignment Effective Date, Assignor shall be fully released from all rights, duties and obligations under the Transactions, the Master Agreement and the relevant Credit Support Documents.
Assignment, Assumption and Release. The Assignor hereby assigns, transfers and conveys to the Assignee, without representation or warranty of any kind, express or implied (including, without limitation, any representation or warranty arising under Article 8 of the Uniform Commercial Code of any applicable jurisdiction), other than any representation or warranty expressly made by Seller in Article III or IV of the Purchase Agreement (subject further to the limitations in Article X of the Purchase Agreement), all right, title and interest of the Assignor in, to and under the Seller Membership Interests. The Assignee hereby accepts such assignment, transfer and conveyance and assumes and agrees to pay and perform all of the Assignor’s obligations and liabilities arising under or relating to the Seller Membership Interests, the Operating Agreement or the other Organizational Documents, in each case to the extent such obligations and liabilities arise on and after the date hereof. The Assignor is hereby relieved of all such assumed obligations and liabilities and agrees that, from and after the date hereof, (a) it shall be deemed to have withdrawn from the Company, and (b) neither the Assignor nor any Seller Releasees shall have any further right, title and/or interest in, to or under the Operating Agreement, the Company or the Company’s business, whether under this Agreement or otherwise, including, without limitation, any rights to reimbursement or indemnification from the Company under the Operating Agreement (but without derogation of any rights which the Assignor or any Seller Releasees may have vis-à-vis the Assignee as expressly set forth in the Purchase Agreement).
Assignment, Assumption and Release. Nordia hereby assigns all of its rights, obligations and duties under the Services Agreement to Stellar. Stellar hereby accepts and assumes all of Nordia's rights, obligations, duties and liabilities under the Services Agreement. GoAmerica hereby consents to the assignment to and assumption by Stellar of all of Nordia's rights, obligations, duties and liabilities under the Services Agreement, and GoAmerica hereby releases and discharges Nordia from all of its obligations, duties and liabilities under the Services Agreement.
