ASSUMPTION AND ASSIGNMENT. If the Borrowers or the applicable Ground Lessor seeks to reject any Ground Lease or have the Ground Lease deemed rejected, then prior to the hearing on such rejection Lender shall, subject to applicable law, be given no less than twenty (20) days' notice and opportunity to elect in lieu of rejection to have the Ground Lease assumed and assigned to a nominee of Lender. If Lender shall so elect to assume and assign the Ground Lease, then the Borrowers shall, subject to applicable law, continue any request to reject the Ground Lease until after the motion to assume and assign has been heard. If Lender shall not elect to assume and assign the Ground Lease, then Lender may, subject to applicable law, obtain in connection with the rejection of the Ground Lease a determination that the applicable Ground Lessor, at Lender's option, shall (1) agree to terminate the Ground Lease and enter into a new lease with Lender on the same terms and conditions as the Ground Lease, for the remaining term of the Ground Lease, or (2) treat the Ground Lease as breached and provide Lender with the rights to cure defaults under the Ground Lease and to assume the rights and benefits of the Ground Lease. Each Borrower shall join with and support any request by Lender to grant and approve the foregoing as necessary for adequate protection of Lender's interests. Notwithstanding the foregoing, Lender may seek additional terms and conditions, including such economic and monetary protections as it deems reasonably appropriate to adequately protect its interests, and any request for such additional terms or conditions shall not delay or limit Lender's right to receive the specific elements of adequate protection set forth herein. Each Borrower hereby appoints Lender as its attorney in fact to act on behalf of Lender in connection with all matters relating to or arising out of the assumption or rejection of any Ground Lease, in which the other party to the lease is a debtor in a case under the Bankruptcy Code. This grant of power of attorney is present, unconditional, irrevocable, durable and coupled with an interest.
ASSUMPTION AND ASSIGNMENT. The Purchase Agreement shall be assumed by the Buyer and, to the extent necessary, assigned to the reorganized Buyer, pursuant to section 365 of the Bankruptcy Code and Section V.A of the Plan, as of the Effective Date. The Sellers shall not assert or seek to recover any cure amounts or adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code, beyond the payments and agreements specifically identified in this Amendment.
ASSUMPTION AND ASSIGNMENT. SECTION 1.1. Unless otherwise defined in this Omnibus Assignment and Assumption Agreement, all defined terms used herein, including the Recitals hereto, shall have the meanings ascribed to such terms in the Pooling and Servicing Agreement.
ASSUMPTION AND ASSIGNMENT. The Sale Order will approve and authorize the assumption and assignment of the Acquired Contracts to the Purchaser.
ASSUMPTION AND ASSIGNMENT. At the time of the actual assumption of each such Assumed Agreements (either on the Closing Date or during or upon termination of the Transition Period, as the case may be), the applicable Sellers shall assume, and such Sellers shall assign to Buyer, the Assumed Agreements. Each Assumed Agreement shall be identified by its date and by the name of the other party or parties to it. SCHEDULE A, SCHEDULE OF ASSUMABLE AGREEMENTS, SCHEDULE B, SCHEDULE OF ASSUMED AGREEMENTS, and SCHEDULE C, SCHEDULE OF REJECTED AGREEMENTS shall be subject to amendment as follows:
ASSUMPTION AND ASSIGNMENT. 38 ARTICLE IX INDEMNITY............................................................ 41 9.1. Survival.................................................. 41 9.2. Indemnification........................................... 41 9.2.1. By Seller......................................... 41 9.2.2. By Purchaser...................................... 41 9.2.3. Notice of Claims; Defense of Third Party Claim.... 42 9.2.4. Limitations....................................... 43 ARTICLE X MISCELLANEOUS........................................................ 44 10.1. Acknowledgment by the Purchaser........................... 44 10.2. Severability.............................................. 44 10.3. Notices................................................... 44 10.4. Entire Agreement.......................................... 46 10.5. Counterparts.............................................. 46 10.6. Governing Law, etc........................................ 46 10.7. Binding Effect............................................ 46 10.8. Assignment................................................ 46 10.9. No Third Party Beneficiaries.............................. 46 10.10. Press Releases and Public Announcements................... 46 10.11. Amendment, Waivers, etc................................... 46 10.12. Captions.................................................. 47 10.13. No Strict Construction; Interpretation.................... 47 10.14. Incorporation of Exhibits, Annexes and Schedules.......... 47 ARTICLE XI
ASSUMPTION AND ASSIGNMENT. The Material Contracts listed in Schedule ------------------------- -------- 3.1.10 are sometimes referred to herein as the "Executory Contracts." ------ -------------------
ASSUMPTION AND ASSIGNMENT. Effective upon the Supplier’s and Purchaser’s execution of this letter agreement, the Agreement(s)’ status on the Contract Website shall be changed to reflect “Assumed”.
ASSUMPTION AND ASSIGNMENT. Each of the parties hereto acknowledges and agrees that each of the Existing Lenders desires to sell and assign a portion of its outstanding Revolving Loans to the New Lenders. As an administrative convenience and to avoid the necessity that the Existing Lenders and New Lenders deliver separate Assignment and Acceptances, the parties hereto acknowledge and agree that, effective as of the date hereof, each of the Existing Lenders shall be deemed to have sold and assigned to the New Lenders a portion of its Revolving Loans which are outstanding on the date hereof, and the New Lenders shall be deemed to have purchased a portion of the Revolving Loans, as more fully set forth in Section 3(b) hereof.
ASSUMPTION AND ASSIGNMENT. (i) Sellers agree to assign the Assumed Contracts to the applicable members of the Tango Buyer Group or the JBC Buyer Group (in accordance with the last paragraph of Section 2(a)), as provided in this Section 2(c) and the Final Order;
