Common use of Assignment; Assumption Clause in Contracts

Assignment; Assumption. Assignor hereby assigns, transfers and delivers to Assignee, and Assignee does hereby accept, all of Assignor's rights, titles, and interests, legal and equitable, in, to and under the equipment leases and office leases identified in Schedule 1.1(c) and Schedule 1.1(f) of the Asset Purchase Agreement (the "Assigned Contracts"), and Assignee agrees to assume and to pay when due, those liabilities accruing from and after the date hereof under the Assigned Contracts and to observe, perform, and comply with the covenants, restrictions, limitations, and conditions imposed upon Assignor under the Assigned Contracts; provided, however, that any and all obligations and liabilities arising under any such lease as of or prior to the Closing Date and any and all obligations and liabilities arising out of or in connection with the Seller's breach of any such lease shall, in each case, remain the obligations and liabilities of the Seller.

Assignment; Assumption. Assignor hereby assigns, transfers and delivers to Assignee, and Assignee does hereby accept, all of Assignor's rights, titles, and interests, legal and equitable, in, to and under the equipment leases and office leases identified in Schedule 1.1(c) of the Asset Purchase Agreement and the office leases identified in Schedule 1.1(f) of the Asset Purchase Agreement (the "Assigned Contracts"), and Assignee agrees to assume and to pay when due, those liabilities accruing from and after the date hereof under the Assigned Contracts and to observe, perform, and comply with the covenants, restrictions, limitations, and conditions imposed upon Assignor under the Assigned Contracts; provided, however, that any and all obligations and liabilities arising under any such lease as of or prior to the Closing Date and any and all obligations and liabilities arising out of or in connection with the Seller's breach of any such lease shall, in each case, remain the obligations and liabilities of the Seller.

Assignment; Assumption. Assignor hereby assigns, transfers and delivers to Assignee, and Assignee does hereby accept, all of Assignor's rights, titles, and interests, legal and equitable, in, to and under the equipment leases and office leases identified in Schedule 1.1(c) and Schedule 1.1(f) of the Asset Purchase Agreement (the "Assigned Contracts"), and Assignee agrees to assume and to pay when due, those liabilities accruing from and after the date hereof under the Assigned Contracts and to observe, perform, and comply with the covenants, restrictions, limitations, and conditions imposed upon Assignor under the Assigned Contracts; provided, however, that any and all obligations and liabilities arising under any such lease as of or prior to the Closing Date and any and all obligations and liabilities arising out of or in connection with the Seller's breach of any such lease shall, in each case, remain the obligations and liabilities of the Seller.

Assignment; Assumption. Assignor hereby assigns, transfers and delivers to Assignee, and Assignee does hereby accept, all of Assignor's rights, titles, and interests, legal and equitable, in, to and under the equipment leases and office leases identified in Schedule 1.1(c) and Schedule 1.1(f) of the Asset Purchase Agreement (the --------------- --------------- "Assigned Contracts"), and Assignee agrees to assume and to pay when due, those liabilities accruing from and after the date hereof under the Assigned Contracts and to observe, perform, and comply with the covenants, restrictions, limitations, and conditions imposed upon Assignor under the Assigned Contracts; provided, however, that any and all obligations and -------- ------- liabilities arising under any such lease as of or prior to the Closing Date and any and all obligations and liabilities arising out of or in connection with the Seller's breach of any such lease shall, in each case, remain the obligations and liabilities of the Seller.