Assignment of Rights and Assumption of Obligations. It shall be a condition to Closing that, as of the Closing Date, (i) the Company's Common Stock be registered under Section 12 of the Exchange Act, and (ii) the Company's Common Stock be listed for trading on a national securities exchange, Nasdaq or the OTCBB; provided, however, that this condition shall be met upon the closing of the merger pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among, the Company, HERZ, Asure Acquisition Corporation, a Delaware corporation, and Xxx X. Xxxxx, dated July 13, 2000, which Merger Agreement shall require HERZ to assume the obligations of the Company hereunder. Upon the closing of the merger pursuant to the Merger Agreement, (x) this Agreement and the Exhibits hereto shall be deemed to have been amended to reflect HERZ as the issuer of the Preferred Shares, the Warrants, the Underlying Shares, and the Warrant Shares, (y) the documents to be executed and delivered at the Closing shall be amended to reflect this Article V, and (z) the Disclosure Documents shall also include HERZ's (A) most recent Annual Report on Form 10-KSB, as filed with the SEC, (B) the most recent Quarterly Reports on Form 10-QSB since its most recent Annual Report on Form 10-KSB as filed with the SEC, (C) its most recent Proxy Statement as filed with the SEC, and (D) any Current Reports on Form 8-K as filed with the SEC since its most recent Annual Report on Form 10-KSB, copies of which have been made available to the Puchasers.
Assignment of Rights and Assumption of Obligations. Subject to the terms and conditions of this Assignment Agreement, effective upon the closing of the transactions described in the PSA, Assignor hereby assigns to Assignee all of its right, title and interest to the Agreement and any and all rights to receive any and all TIF Revenue attributed to and collected from the Property, subject to the prior interests of the Lender and the Custodian under the Loan Documents. Assignee hereby accepts the Agreement and assumes the performance of all of the terms, covenants and conditions imposed upon Assignor under the Agreement whether accruing or arising before, on or after the date hereof. From and after the date of this Assignment Agreement, Assignee (a) will be a party to the Agreement and will have the rights and obligations as the Developer thereunder and (b) will be bound by all of the provisions of the Agreement applicable to the Developer thereunder. Assignee specifically further acknowledges that while the Agreement applies only to the development of the IP Vineyard Property, the Vineyard Property is also subject to the terms and conditions of the Urban Renewal Plan and the PILOT Covenant.
Assignment of Rights and Assumption of Obligations. Pursuant to Section 6.12(b) of the Merger Agreement and Section VII of the Agreement, FNBD hereby assumes all of the obligations of the Bank under the Agreement and the Executive acknowledges that FNBD has succeeded to all of the rights of the Bank under the Agreement as successor to the Bank. Beginning at the Effective Time, all references to the Bank contained in the Agreement shall be deemed to be references to FNBD and all references to FNB shall be deemed references to FNLC.
Assignment of Rights and Assumption of Obligations. (i) The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
(ii) The rights and obligations of the Investor hereunder are not assignable without the Company’s written consent.
(iii) The Investor shall not enter into a transaction that would result in a change of control of the Investor unless the counterparty to such transaction first agrees to assume the obligations of the Investor hereunder.
(iv) The Investor will not consummate any transaction (whether by way of arrangement, amalgamation, merger, reorganization, consolidation, sale of assets or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a business combination, of the continuing person resulting therefrom, unless such other person (the “Successor”), by operation of law, becomes bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Successor of liability for all amounts payable and property deliverable hereunder and the covenant of such Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of the Investor under this Agreement.
(v) Whenever the conditions of Section 5.9(d) have been duly observed and performed, if required by Section 5.9(d), the Successor and the other parties hereto will execute and deliver the supplemental agreement provided for herein and thereupon the Successor will possess and, from time to time, may exercise each and every right and power and will be subject to each and every obligation of the Investor under this Agreement in the name of the Investor or otherwise and any act or proceeding under any provision of this Agreement required to be done or performed by the Investor or any officer of the Investor may be done and performed with like force and effect by the directors or officers of such Successor.
Assignment of Rights and Assumption of Obligations. Subject to the terms and conditions of this Assignment Agreement, SNA assigns to the Ivywild all of its right, title and interest as described in the SNA Agreement regarding the Assigned Parcels and any and all rights to receive any and all Pledged Revenue attributed to and collected from the Assigned Parcels and owed to SNA pursuant to the SNA Agreement. The Assigned Parcels shall be added to and made a part of the Property defined in the Ivywild Agreement and subject to all the requirements applicable to Property set forth in the Ivywild Agreement. The Parties agree that Pledged Revenue as defined in the SNA Agreement shall be and is hereby confirmed as being added to and included in Pledged Revenue as defined in the Ivywild Agreement and subject in all respects to the priority pledge and payment provisions in both the SNA Agreement and Ivywild Agreement. Upon compliance with the applicable requirements, including Section 7.2, of the Ivywild Agreement, such Pledged Revenue shall be deposited in the Developer's Account established in the Ivywild Agreement when and as received by the Authority in the same manner and subject to the same protections as all other Pledged Revenue as defined in the Ivywild Agreement.
Assignment of Rights and Assumption of Obligations. The Licensors hereby assign all rights under all the License Agreements to the Licensee, and the Licensee accepts such assigned rights.
Assignment of Rights and Assumption of Obligations. To the extent SCO has received the necessary consents, SCO hereby assigns to Wall all rights held by SCO under the following documents: Note Purchase Agreement dated August 15, 2002 between SCO and Wall; Stock Purchase Agreement dated December 13, 2002 among SCO, Vista and Wall; Shareholder Agreement dated December 13, 2002 among SCO, Vista and certain Vista shareholders; Note and Warrant Purchase Agreement dated June 3, 2003 between SCO and Next eStage; Security Agreement dated June 3, 2003 among SCO, Next eStage and the other parties thereto; and Interparty Agreement between SCO Group and Access Capital, Inc., a New York corporation (collectively, the "Vista and Next eStage Documents"). Wall hereby assumes all obligations of SCO under each of the Vista and Next eStage Documents.
Assignment of Rights and Assumption of Obligations. Subject to the terms and conditions of this Assignment Agreement, GCI hereby assigns to ACI all of its right, title and interest to the Agreement and any and all rights to receive any and all Pledged Revenue attributed to and collected from the Property. ACI hereby accepts the Agreement and assumes the performance of all of the terms, covenants and conditions imposed upon GCI under the Agreement whether accruing or arising before, on or after the date hereof. From and after the date of this Assignment Agreement, ACI (a) will be a party to the Agreement and will have the rights and obligations as the Developer thereunder and (b) will be bound by all of the provisions of the Agreement applicable to the Developer thereunder.
Assignment of Rights and Assumption of Obligations. Fund IV hereby transfers and assigns, and Fund V hereby accepts the transfer and assignment of, all of the rights and obligations of Fund IV pursuant to the NES Agreements. Fund V hereby agrees to be subject to all of the rights and obligations and to be bound by all of the terms and conditions set forth in the NES Agreements to the same extent as if Fund V were originally a party thereto.
Assignment of Rights and Assumption of Obligations. Seller hereby assigns to Buyer all of the Seller's rights under (i) the LP Agreement and (ii) the Joint Venture Agreement (as amended through the date hereof, the "JV AGREEMENT") between CGI, the predecessor company of Buyer, and JTI, the predecessor company of Seller, and subject to the terms and conditions thereof, in each case as such agreements are amended hereby, effective as of the Closing.
(a) If the assignment of any contract or other instrument to be assigned to Buyer hereunder requires the consent of any party thereto then Seller shall furnish copies of each such consent to Buyer. Buyer shall use its reasonable best efforts to assist and cooperate with Seller in obtaining any and all such consents. Buyer shall also notify Seller as soon as reasonably practicable after it becomes aware that any such consent is required.
(b) Buyer hereby assumes, and agrees to be bound by, all of the obligations of Seller under the LP Agreement and the JV Agreement, whether arising prior to or after the Closing.
