Assumption and Assignment of Leases Sample Clauses

Assumption and Assignment of Leases. In connection with Closing hereunder, Sellers will assign to Buyer, and Buyer will assume, the Assumed Leases. Alternatively, Buyer, Sellers and applicable landlords may reach mutually agreeable terms prior to Closing for Sellers to be released from ongoing obligations as of the Effective Time and Buyer to enter into new leases for the Corporate Office and applicable Acquired Branch Offices. Sellers agree to use their respective commercially reasonable efforts (a) to assist Buyer in reaching consensual arrangements with landlords under the Leased Real Property and (b) otherwise to facilitate Buyer’s occupancy of the Corporate Office and the Acquired Branch Offices following Closing. At Closing, Buyer and Sellers shall prorate and settle all customarily proratable lease charges.
Sample 1
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Assumption and Assignment of Leases. An instrument of assignment and assumption of lease, duly executed by Seller or its Affiliate, as applicable, with respect to each Lease which pursuant to Sections 1.3 and 1.4 is to be assigned to Buyer, in substantially the form of Exhibit 7.2.2 (a) hereto, assigning to Buyer all of the right, title and interest of Seller or such Affiliate in and to such Lease (each, a "Lease Assignment and Assumption"); provided, however, that if a lessor under a Lease shall require a different form of Lease Assignment and Assumption, (x) such form shall be reasonably satisfactory to counsel for Buyer and Seller and (y) notwithstanding the provisions of any form of assignment, as between Buyer and Seller, Buyer shall not be liable for any obligations of the lessee under any Lease relating to any period prior to the Effective Time and Seller shall not be liable for any obligations of the lessee under any Lease relating to any period on or after the Closing Time, except as may be otherwise expressly set forth in this Agreement. Seller shall deliver to Buyer together with each such Lease Assignment and Assumption, (i) a landlord consent in form reasonably satisfactory to Buyer (to the extent such consent is required as set forth in Schedule 3.3 hereto) and (ii) an estoppel certificate substantially in the form of Exhibit 7.2.2(b) hereto, in each case duly executed by the respective lessor.
Sample 1
Assumption and Assignment of Leases 
Sample 1

Related to Assumption and Assignment of Leases

  • Assignment of Leases The Assignment of Leases creates a valid assignment of, or a valid security interest in, certain rights under the Leases, subject only to a license granted to Borrower to exercise certain rights and to perform certain obligations of the lessor under the Leases, including the right to operate the Property. No Person other than Lender has any interest in or assignment of the Leases or any portion of the Rents due and payable or to become due and payable thereunder.

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

  • CESSION AND ASSIGNMENT The Service Provider shall not cede, assign, abandon or transfer any of its rights and/or obligations in terms of this Agreement (whether in part or in whole) or delegate any of its obligations in terms of this Agreement, without the prior written consent of the Fund.

  • Assignment of Lease The Tenant may not assign the Lease or sublet all or any part of the Premises or otherwise grant possession of the Premises or any portion thereof to any other person without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. In no event shall the Tenant be released or discharged from the full performance of this Lease and the payment of all rents and monies and the observance of all covenants, agreements, terms and conditions herein contained and any such consent granted by the Landlord shall not be deemed or implied as consent to any further or subsequent assignment or subletting. In the event this Lease is assigned or all or a portion of the Premises sublet, the Tenant shall pay all reasonable out-of-pocket expenses incurred by the Landlord in any such assignment or subletting, including the Landlord’s legal costs in connection therewith and a non-refundable amount of Five Hundred Dollars ($500.00) in advance to the Landlord, representing a reasonable cost to the Landlord for reviewing such application. Any transferee shall enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable to it. Notwithstanding the foregoing provisions of this Section 10.01 or anything else contained herein, so long as Tenant is not then in default under this Lease beyond any applicable curative period provided for in this Lease, Tenant shall have the right, without the consent of Landlord, but otherwise in accordance with the requirements of this Lease, including without limitation, the obligation of any transferee to enter into an agreement directly with the Landlord covenanting to be bound by all of the Tenant’s obligations hereunder to the extent applicable, to assign this Lease and/or sublease the whole or part of the Premises to:

  • Assignment of Leases and Rents There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.

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

  • Succession and Assignment This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • SUBLEASING AND ASSIGNMENT The Sublessee may not lease, sublease, or assign the Premises without the prior written consent of the Sublessor.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

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