Assumption Agreement and Covenants Sample Clauses

Assumption Agreement and Covenants. Section 6.1
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Assumption Agreement and Covenants a) pcOrder will comply with all of the provisions of the Master Lease that are to be performed by Trilogy as Tenant during the Sublease Term insofar as such provisions relate to the Subleased Premises and Tenant's use of Common Areas, but the rent provisions of the Master Lease will not apply to pcOrder. Paragraphs 3 and 4, above, govern pcOrder's payment of rent. b) All of the terms and conditions contained in the Master Lease, to the extent that they do not conflict with specific provisions of this Sublease, are made a part of this Sublease, and the rights and obligations contained in the Master Lease are, during the term of this subletting, imposed on the respective parties, Trilogy being substituted for Landlord in the Master Lease, and pcOrder being substituted for Trilogy in the Master Lease. pcOrder recognizes that Trilogy is not in a position to independently render any of the services or to perform any of the obligations required of Trilogy by the terms of this Sublease. Therefore, notwithstanding anything to the contrary contained in this Sublease, pcOrder agrees that performance by Trilogy of all of its obligations under this Sublease (other than those set forth in Sections 8(c) and 9(c) below) is conditional upon the due performance by Landlord of its corresponding obligations under the Master Lease. c) Trilogy agrees to pay the Basic Rent, the Additional Rent, and all other sums which may become due and payable to Landlord under the Master Lease, as and when due, and to otherwise comply with all other terms and conditions of the Master Lease as to that part of the Premises not sublet to pcOrder. Trilogy further agrees to notify pcOrder immediately upon its receipt of any notice or other communication received from Landlord under or pertaining to the Master Lease which would potentially have a material impact upon pcOrder and/or this Sublease, including any notice of default or potential default under the Master Lease. In the event Trilogy fails to cure any default by Trilogy under the Master Lease within any applicable cure periods, pcOrder shall have the right, but not the obligation, to cure such default, subject in any event to the willingness of the Lessor to accept such cure from pcOrder, and in such event Trilogy shall be obligated to reimburse pcOrder promptly for any reasonable costs incurred by pcOrder in effecting such cure.
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Assumption Agreement and Covenants. The Sublessee shall comply with all of the provisions of the Primary Lease which are required to be complied with during the term hereof by the Sublessor as Tenant thereunder, EXCEPT THAT (i) the payment of rent shall be governed by Paragraph 3 hereof; (ii) the term of this Agreement shall be governed by Paragraph 2 hereof; (iii) the Subleased Premises are as described herein; (iv) the address for notice to Sublessor shall be as provided herein; and (v) the provisions of Exhibit B to the Primary Lease shall be inapplicable to this Agreement; subsections 14.01, 17.01, 17.02, 17.03, 17.04 and 31.01 of the Primary Lease are inapplicable to the Sublease.
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Assumption Agreement and Covenants. This Agreement is subject and subordinate to the main Building lease governing the Facility, under which Lessor is bound as tenant; and the provisions of the main lease, other than as to the payment of rent or other monies, are incorporated into this Agreement as if completely herein rewritten. Lessee shall comply with and be bound by all provisions of the main lease except that the payment of rent shall be governed by the provisions of this Agreement, and Lessee shall indemnify and hold Lessor harmless from and against any claim or liability under the main lease of Lessor arising from Lessee's breach of the Main Lease or this Agreement. Lessor covenants and warrants that the use of the Premises as a business office is consistent with and does not violate the terms of the initial lease
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Assumption Agreement and Covenants. The Sublessee shall comply with all of the provisions of the Main Lease which are to be observed or performed during the term hereof by the Sublessor as Tenant thereunder, except that the payment of rent shall be governed by the provisions of Paragraph 3, above, and Paragraphs 3.01, 3.02, 3.03 and 3.04 of the Main Lease shall be inapplicable to Sublessee. Sublessee is responsible for all repair and maintenance of the demised premises, except those items specifically the responsibility of the Landlord under the Main Lease and any amendments thereto.
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Assumption Agreement and Covenants. Except as specifically provided for by the terms of this Sublease, during the Lease Term of this Sublease (as it may be extended pursuant to the terms of Section 2.0 hereto), Sublessee shall comply with all the provisions of the Master Lease, as the same relate to the Subleased Premises, that are to be complied with or performed by Sublessor, as lessee, under the Master Lease.
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Assumption Agreement and Covenants. Except as modified herein, the Sublessee shall comply with all provisions of the Main Lease during the term hereof by the Sublessor as Tenant thereunder and Sublessor shall have all rights and remedies of the Landlord thereunder. Notwithstanding the foregoing, the payment of rent shall be governed by the provisions of Paragraph 3, above.
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Assumption Agreement and Covenants. The Sublessee shall comply with all of the provisions of the Main Lease which are to be observed or performed during the term hereof by the Sublessor as Tenant thereunder, except that payment of rent shall be governed by the provisions of Paragraph 2 above. Insofar as the provisions of the Main Lease do not conflict with specific provisions herein contained, they and each of them are incorporated into this Sublease as fully as if completely rewritten herein, and the Sublessee agrees to be bound to the Sublessor and perform all of the obligations and responsibilities that Sublessor by the Main Lease assumes toward the Landlord, and to indemnify and hold harmless Sublessor from any claim or liability under the Main Lease except for payment of rental by Sublessor to the Landlord as provided in the Main Lease. The relationship between the Sublessee and Sublessor hereunder shall be the same as that between the Sublessor and the Landlord under the Main Lease.
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Related to Assumption Agreement and Covenants

  • Assumption Agreements In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which copy shall be added to the related Custodial File and, for all purposes, shall be considered a part of such Custodial File to the same extent as all other documents and instruments constituting parts thereof.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Waivers; Amendment; Joinder Agreements (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company). (c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto. (d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.

  • Contents of Agreement; Amendment and Assignment (a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer of the Company and by Executive. (b) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, within 15 days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place.

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • Assumption Agreement The Buyer shall have executed and delivered to the Seller the Assumption Agreement.

  • Assumption and Modification Agreements When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any “due-on-sale” clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if (i) the “due-on-sale” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law or (ii) the Servicer reasonably believes that to permit an assumption of the Mortgage Loan would not materially and adversely affect the interest of the Noteholders. In such event, the Servicer shall enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the mortgage documents, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. The Mortgage Loan, if assumed, shall conform in all respects to the requirements and representations and warranties of this Agreement. The Servicer shall notify the Indenture Trustee that any applicable assumption or substitution agreement has been completed by forwarding to the Indenture Trustee the original copy of such assumption or substitution agreement, which copy shall be added by the Indenture Trustee to the related Indenture Trustee’s Mortgage File and which shall, for all purposes, be considered a part of such Indenture Trustee’s Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for promptly recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the required monthly payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding Principal Balance of such Mortgage Loan shall not be changed, the Mortgage Interest Rate shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

  • Binding Agreement; Assignments Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the parties that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither the Borrower nor any Guarantor may assign or transfer any of its rights or obligations hereunder (and any such attempted assignment or transfer shall be void) without the prior written consent of the Required Lenders. Notwithstanding the foregoing, at the time any Guarantor is released from its obligations under the Guarantee Agreement in accordance with such Guarantee Agreement and the Credit Agreement, such Guarantor will cease to have any rights or obligations under this Agreement.

  • Assignment Amendments Waiver and Contract Complete 032620-FDX

  • Term of Agreement; Amendment; Assignment A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval. B. Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Advisor. This Agreement will automatically terminate in the event of its “assignment.” C. As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act. D. Sections 7 and 8 shall survive termination of this Agreement.

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