Assumption of Obligations by Transferee Sample Clauses

Assumption of Obligations by Transferee. Any sale, transfer or other disposition of the whole or any part of the Shareholding of a Shareholder under this clause 15 will be effective only upon the execution and delivery by the transferee, the Company and the other Shareholders of a Deed of Accession: (a) evidencing the agreement of such transferee (to the extent of the Shareholding being transferred): (i) to become a Shareholder, or if already a Shareholder, to increase its Shareholding; (ii) to be bound by the provisions of this Agreement; and (iii) to assume all of the liabilities and to perform all of the obligations and duties under this Agreement of the Shareholder whose Shareholding, or part of whose Shareholding, is to be sold, transferred or disposed of; and (b) evidencing the agreement of the other Shareholders that such transferee (to the extent of the Shareholding being transferred) will be entitled to all of the rights and benefits of a Shareholder under this Agreement.

Assumption of Obligations by Transferee. Seller shall not sell, transfer, assign or otherwise dispose of all or substantially all of its assets and properties (or enter into, or allow any Subsidiary to enter into, any transaction that would have substantially the same effect as such a disposition), unless the Person acquiring such assets and properties has delivered to Purchaser its written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by the obligations of Seller under this Article VIII as if an original party hereto.

Assumption of Obligations by Transferee. 23 12.10 Approval by Ground Lessor....................................24 13. Destruction..........................................................24 13.1 Restoration...................................................24 13.2 Insurance Proceeds............................................25 13.3 Application of Insurance Proceeds Upon Termination............26 13.4

Assumption of Obligations by Transferee. Each Transferee, other than Landlord, shall assume all obligations of Tenant under this Sublease and shall be and remain liable for the payment of Rent, and for the performance of all of the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the Term; provided, however, that without limiting the obligations of Tenant under this Sublease the Transferee shall be liable to Landlord for Rent only in the amount set forth in the Assignment or Sublease unless otherwise agreed by the parties thereto. No Assignment shall be binding on Landlord unless Tenant or other Transferor or Transferee shall deliver to Landlord a counterpart of the Assignment and an instrument in recordable form that contains a covenant or assumption by such Transferee satisfactory in substance and form to Landlord and consistent with the requirements of this Section 12.9, but the failure or refusal of such Transferee to execute such instrument of assumption shall not release or discharge such Transferee from its liability as set forth above. Tenant or other Transferor shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with any proposed Assignment or Sublease, including without limitation the costs of making investigations as to the acceptability of the proposed Transferee and reasonable legal costs incurred in connection with the granting of any requested consent. Notwithstanding the foregoing, Tenant shall not be required to pay any of the foregoing costs in connection with the granting of a requested consent which exceed seven hundred fifty dollars ($750.00). If Landlord shall exercise any of its options under Section 12.3 (a) or (c), Transferor shall indemnify, defend and hold harmless Landlord and Ground Lessor against and from any and all loss, liability, damage, cost and expense (including without limitation reasonable attorneys' fees and disbursements) resulting from any claims that may be made against Landlord by the proposed Transferee or by any party engaged or retained by Tenant or other Transferor or the proposed Transferee in connection with any proposed Assignment or Sublease, including without limitation any real estate brokers, agents or sales personnel.

Assumption of Obligations by Transferee. Transferee hereby assumes and agrees to perform and to be bound by all of the same duties and obligations under the Subscription Agreement as the “Subscriber” thereunder having a Capital Commitment in an amount equal to the Transferred Capital Commitment. In furtherance and without duplication of the Transfer hereunder, Transferee has executed, and the Fund has accepted, a Transferee Subscription Agreement in the form attached hereto as Appendix I (the “Transferee Subscription Agreement”).