Effect of Assignment and Assumption Sample Clauses

Effect of Assignment and Assumption. Following delivery, acceptance and recording by the Agent of this Assignment and Acceptance, from and after the Effective Date:
Sample 1Sample 2Sample 3See All (4)
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Effect of Assignment and Assumption. From and after the date hereof, RAB shall perform all of the obligations of Lifestream, as licensor, under the Patent License Agreement and Trademark License Agreement, and RAB hereby indemnifies Lifestream for all of losses and damages that Lifestream may suffer, including reasonable attorneys fees and expenses, by reason of RAB's failure to perform such obligations from and after the date hereof. Lifestream hereby indemnifies RAB for all losses and damages that RAB may suffer, including reasonable attorneys fees and expenses, by reason of (i) Lifestream's failure to perform its obligations under the Patent License Agreement and/or the Trademark License Agreement, prior to the date hereof, or (ii) Lifestream's breach of any material representation or warranty under this Agreement, including without limitation, the representations and warranties set forth in Section 13(e), (f), (g), (h) and (i) of this Agreement.
Sample 1
Effect of Assignment and Assumption. (a) From and after the Effective Date, (i) the [New Purchaser] [Assignee] (and the other members of its Purchase Group) shall be a party to and be bound by all of the terms of the Receivables Purchase Agreement and shall, to the extent of the interests assigned pursuant to this Assignment, have the rights and obligations of a Purchaser thereunder [and (ii) to the extent of the interests assigned pursuant to this Agreement, the Assignor shall relinquish its rights and be released from its obligations under the Receivables Purchase Agreement]. Without limiting the generality of this Section 2(a), the [Assignee] [New Purchaser] acknowledges receipt of a copy of Section 11.19 of the Receivables Purchase Agreement and agrees to be bound thereby.
Sample 1
Effect of Assignment and Assumption. Following delivery, acceptance and recording by the Administrative Agent of this assignment and assumption, from and after the Effective Date:
Sample 1
Effect of Assignment and Assumption. (a) Subject to the satisfaction of the conditions set forth herein, upon execution and delivery of this Agreement by the Seller, the Servicer, TPF, Market Street, the Existing Administrator and the Successor Administrator, the acknowledgment to the transactions contemplated hereby by the Subsidiary Originators, and receipt by the Successor Administrator of counterparts of this Agreement (whether by facsimile or otherwise) executed by each of the parties hereto, from and after the Closing Date, each of Market Street and the Successor Administrator shall become a party to, and have the rights and obligations of TPF and of an Administrator, respectively, under, the Receivables Purchase Agreement (as may be further amended and restated on the Closing Date), and each of TPF and the Existing Administrator, shall relinquish its rights and interest (other that the right to receive payments and indemnifications which accrued in favor of TPF and the Existing Administrator prior to but not including the date hereof) and be released from its obligations under the Receivables Purchase Agreement. The Fee Letter dated June 27, 2005, as amended, restated, supplemented or otherwise modified through the date hereof among the Seller, Arch and the Existing Administrator shall terminate upon the receipt by TPF of the amounts in Section 5(c) below.
Sample 1
Effect of Assignment and Assumption. TSB, the Assignee, the Borrower, TWC, and the Guarantors agree that from and after the Effective Date: (a) the Assignee shall be entitled to the benefits of the terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents; (b) the Assignee shall be entitled to exercise and enforce all rights of the “Lender”, “Secured Party” and “Bank” under, and as such terms are defined in, each of the Loan Documents, in the same manner as the Assignee would have been entitled to exercise if the Assignee had been a direct signatory to or direct beneficiary of each of the Loan Documents on the date the Loan Documents were originally executed and delivered; (c) the Assignee shall be entitled to receive all payments and distributions with respect to the Revolving Loan, the Revolving Note, and the other Obligations; and (d) TSB shall be relieved from any and all obligations under the Loan Documents.
Sample 1
Effect of Assignment and Assumption. Immediately, (i) XxXxxxxx shall have no further rights or obligations under the Transfer Agreement, and (ii) all right, title, interest and obligations of XxXxxxxx under the Transfer Agreement shall vest in Assignor. As of the Effective Date, (i) Assignor shall have no further rights or obligations under the Transfer Agreement, and (ii) all right, title, interest and obligations of Assignor under the Transfer Agreement shall vest in Assignee.
Sample 1
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Effect of Assignment and Assumption. As of the Effective Date, (i) Assignor shall have no further rights or obligations under any of the Assigned Agreements or Assignable Credits, (ii) all right, title and interest and all obligations of Assignor under the Assigned Agreements and Assignable Credits shall vest in Assignee, and (iii) Assignee shall be the Master Developer of the Property and Millenia project.
Sample 1

Related to Effect of Assignment and Assumption

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

  • FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 Assignor identified on the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (a) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment. SECTION 2.

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreements.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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

  • TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

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