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: (a) The Assignee shall be a party to the Loan Agreement and the other Loan Documents (and any amendments thereto) and to the extent of the Assigned Commitment, have the rights and obligations of a [Revolving Credit Lender/Last Out Revolving Lender] thereunder. (b) The Assignor shall be released from the Assignee’s obligations under the Loan Agreement and the other Loan Documents to the extent of the Assigned Commitment. (c) The Agent shall make all payments in respect of the interest in the [Revolving Credit Loans/Last Out Revolving Loans] assigned hereby (including payments of principal, interest, and applicable fees) to the Assignee. (d) The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date by the Administrative Agent or with respect to the making of this assignment directly between themselves.
Sample 1Sample 2
AutoNDA by SimpleDocs
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: a. The Assignee shall be a party to the Credit Agreement and the other Credit Documents (and any amendments thereto) and to the extent of the Assigned Interest, have the rights and obligations of a Revolving Credit Lender thereunder. b. The Assignor shall be released from the Assignor’s obligations under the Credit Agreement and the other Credit Documents to the extent of the Assigned Interest. c. The Administrative Agent shall make all payments in respect of the interest in the Revolving Credit Loans assigned hereby (including payments of principal, interest, and applicable fees) to the Assignee. d. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date by the Administrative Agent or with respect to the making of this assignment and assumption directly between themselves.
Sample 1
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. 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
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
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. (b) Market Street and the Successor Administrator hereby instruct the Servicer to make all payments from and after the Closing Date in respect of the Receivable Interest and Invested Amount assigned hereby directly to Market Street and the Successor Administrator. TPF and Market Street agree that all CP Costs, Yield, fees and expenses accrued up to, but not including, the Closing Date are the property of TPF, and not Market Street. Market Street and the Successor Administrator agree that, from and after the Closing Date, upon receipt of any such CP Costs, Yield, fees or expenses accrued up to, but not including, the Closing Date, Market Street or the Successor Administrator, as applicable, will promptly remit the same to the Existing Administrator. TPF and the Existing Administrator agree that, from and after the Closing Date, upon receipt of any such CP Costs, Yield, fees or expenses accrued from and after the Closing Date, TPF or the Existing Administrator, as applicable will promptly remit the same to the Successor Administrator. (c) On the Closing Date, Seller shall initiate a wire transfer by 12 p.m. (New York time) to TPF, in i...
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. (b) [After giving effect to the assignment effected by this Agreement, (i) the Assignor’s Purchase Group Maximum Net Investment shall be $ and its Purchase Group Percentage [(based on information provided by the Administrative Agent)] shall be %, (ii) the Assignee’s Purchase Group shall consist of the Assignee, [as Conduit Purchaser,] the Assignee’s Facility Agent, as its Facility Agent, [ ], as its Committed Purchaser [and [ ], as LC Bank], and (iii) the Assignee’s [initial] Purchase Group Maximum Net Investment shall be $ and its [initial] Purchase Group Percentage [(based on information provided by the Assignor)] shall be %.]
Sample 1
AutoNDA by SimpleDocs
Effect of Assignment and Assumption. Following delivery, acceptance and recording by the Agent of this Assignment and Acceptance, from and after the Effective Date: a. The Assignee shall be a party to the Loan Agreement and the other Loan Documents (and any amendments thereto) and to the extent of the commitment assigned by this Assignment and Acceptance, shall have the rights and obligations of a Revolving Credit Lender thereunder. b. The Assignor shall be released from the Assignee’s obligations under the Loan Agreement and the other Loan Documents to the extent of the commitment assigned by this Assignment and Acceptance. c. The Agent shall make all payments in respect of the interest in the Revolving Credit Loans assigned hereby (including payments of principal, interest, and and applicable fees) to the Assignee. d. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date by the Agent or with respect to the making of this assignment directly between themselves.
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

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.

  • 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.

  • 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 (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • 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;

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

  • FORM OF ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance Agreement (the "ASSIGNMENT") 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 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, the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters of credit) (the "ASSIGNED INTEREST"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

  • 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.

  • Amendment and Assignment This Agreement may be amended only in writing and signed by both parties. This Agreement may not be assigned to another party.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!