Assignment, Delegation and Assumption Sample Clauses

Assignment, Delegation and Assumption. The Company hereby assigns, delegates, conveys and transfers to the Principal Shareholder, and the Principal Shareholder hereby acquires, accepts and assumes from the Company, all right, title and interest in, and all responsibility for, the obligations of the Company to (a) make payments of the Cancellation Price for Fractional Shares in connection with the Reverse Stock Split and (b) pay amounts to current or former shareholders of the Company which are subject to indemnification pursuant to Sections 5 and 6, subject, in each case, to the limitations on such obligations set forth in this Agreement.
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Assignment, Delegation and Assumption. Upon the Distribution, the rights and obligations of the Initial Borrower under this Agreement will automatically, and without further act of the parties hereto, be assigned and delegated to the Subsequent Borrower and the Subsequent Borrower will automatically assume all such rights and obligations, including the obligation to pay the principal of and all interest on any outstanding Loans, all Fees and all other amounts from time to time owing hereunder, whether such Loans shall have been made or such interest, fees or other amounts shall have accrued prior to or after the date of such assignment, delegation and assumption, such assignment, delegation and assumption to be effective as of the date of the Distribution. At the time of the Distribution the Initial Borrower will be released from all obligations under this Agreement and on any Loans and from and after such time the Subsequent Borrower will be the "Borrower" and sole obligor hereunder.
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Assignment, Delegation and Assumption a. Executive may assign his rights hereunder to Executive's Beneficiary effective upon Executive's death.
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Assignment, Delegation and Assumption. On the Transfer Date, upon the completion of the Stock Transfer, the Assigned Rights and Obligations will automatically, without further act of the parties hereto and with immediate effect be assigned and delegated by the Company to PHI and PHI will automatically succeed to and assume all the Assigned Rights and Obligations (the "Assignment and Assumption"). Upon the effectiveness of the Assignment and Assumption the Company will be released from all of its obligations as the initial Borrower under this Agreement (but not from its other obligations hereunder, including its obligations as Guarantor under Article VIII of this Agreement), and from and after such time PHI will for all purposes be the Borrower hereunder and all references herein or in the other Loan Documents to the "Borrower" will be deemed references to PHI, it being understood that references herein and in the other Loan Documents to the "Company" will continue to refer to the Company and not to PHI.
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Related to Assignment, Delegation and Assumption

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • 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.

  • TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreement and the Real Estate Assignment Documents to which it is party.

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • 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.

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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