Partial Assignment and Assumption Clause Samples

Partial Assignment and Assumption. Upon any conveyance of the Property by the Property Owner (other than conveyance of a possessory interest in the Property for a term) the conveying Property Owner of the Property shall be relieved of all liability and obligation to make payments of installments of the Assessment coming due after the date of recordation of the instrument of conveyance of the Property, and the grantee or transferee of the Property, shall thereafter be liable for such payments. Notwithstanding the provisions of the immediately preceding sentence, the Property shall, at all times, be and remain liable for all installments of the Assessment, whether coming due before or after such transfer or conveyance.

Partial Assignment and Assumption. Assignor hereby assigns all of the Assigned Interests to Assignee. Assignee hereby assumes all of the obligations and liabilities of Assignor under the Pipelines & Storage Agreement related to the Assigned Interests to the extent, but only to the extent, such obligations and liabilities first arise and relate to periods from and after the Effective Date; provided Assignor shall remain responsible for and Assignee is not assuming any obligations, duties or liabilities of Assignor under the Pipelines & Storage Agreement that (i) arose prior to the Effective Date, (ii) are related to an event, matter or circumstance that occurred prior to the Effective Date, even though such obligations or liabilities do not accrue until after the Effective Date, (iii) result from or relate to any default by Assignor under the Pipelines & Storage Agreement prior to the Effective Date, or (iv) do not related to the Assigned Interest (the obligations, duties and liabilities described in subparagraphs (i) through (iv) of this Section 2 are collectively referred to as the “Retained Liabilities”). In the event Assignor fails to satisfy any of the Retained Liabilities as and when required under the Pipelines & Supply Agreement, Assignee may, at its option and in addition to its other rights and remedies hereunder, at law or in equity, satisfy such Retained Liabilities, in which case Assignor shall reimburse Assignee for all reasonable costs and expenses that Assignee incurs in connection therewith. Except for the Assigned Interest (and the obligations and liabilities under the Pipelines & Supply Agreement related to the same that are expressly assumed by Assignee hereunder), Assignor agrees to timely comply with and satisfy all of its obligations and liabilities under the Pipelines & Storage Agreement.

Partial Assignment and Assumption. Assignor does hereby sell, assign and transfer to Assignee all of Assignor’s right, title and interest in and to the Agreement as “Purchaser”, as concerns the sale and purchase of the Parcel Three Property. This Assignment includes an assignment of all of Assignor’s rights in and to all covenants, representations and warranties of Seller contained in the Agreement as they relate to the Parcel Three Property. Assignee hereby assumes and agrees to perform all of Assignor’s obligations under the Agreement relating to the purchase of the Parcel Three Property, subject to the terms and conditions thereof, to the same extent as if Assignee had originally been named as “Purchaser” therein, but only with respect to the Parcel Three Property.

Partial Assignment and Assumption. Assignor does hereby sell, assign and transfer to Assignee all of Assignor’s right, title and interest in and to the Agreement as “Purchaser”, as concerns the sale and purchase of the Parcel Five Property. This Assignment includes an assignment of all of Assignor’s rights in and to all covenants, representations and warranties of Seller contained in the Agreement as they relate to the Parcel Five Property. Assignee hereby assumes and agrees to perform all of Assignor’s obligations under the Agreement relating to the purchase of the Parcel Five Property, subject to the terms and conditions thereof, to the same extent as if Assignee had originally been named as “Purchaser” therein, but only with respect to the Parcel Five Property.

Partial Assignment and Assumption. CITY and OWNER agree OWNER may partially assign its obligations and rights under this Agreement, and all amendments hereto, to a purchaser, transferee or assignee of a lot, which has been subdivided subject to provisions of a partial assignment and assumption agreement in the form attached hereto as Exhibit “K” or in an alternative form as reasonably approved by CITY. Any such complete and executed partial assignment and assumption of this Agreement shall be submitted to CITY for approval pursuant to Section 2.4.1 of this Agreement. Within fifteen (15) days following such complete submittal, CITY shall review, and if the above conditions are satisfied, may approve the partial assignment and release and notify the purchaser, transferee or assignee in writing thereof. No such release approved pursuant to this Subsection 2.4.6 shall cause, or otherwise affect, a release of OWNER from the duties and obligations under this Agreement that are retained by OWNER and excluded from the transfer or assignment.

Partial Assignment and Assumption of Seller's rights under the ORREA with Buyer cooperation with Seller's remaining development activities (the "ORREA Assignment"). Additionally, Seller shall pay at the Closing all of Seller's expenses and costs in connection with the Closing, as provided below; provided, however, that Seller may, at Seller's option, grant a credit to Buyer toward payment of the Purchase Price in the amount of such costs and expenses.

Partial Assignment and Assumption. OF BUSINESS COMBINATION AGREEMENT

Partial Assignment and Assumption. 1.1 BeOne and BeOne Suzhou acknowledge and confirm that i) BeOne Suzhou is the actual beneficiary of the utilization of Zymeworks’ Patent Rights in PRC by taking the functions of the Operational Activities as well as [***]; and therefore ii) BeOne has assigned to BeOne Suzhou as the actual beneficiary, and BeOne Suzhou has assumed, the rights and obligations of the Licensee under the Original Agreement to the extent of its Operational Activities in the PRC, including the obligation of paying the PRC portion of Development Milestone Payments, Commercialization Milestone Payments and Royalties according to Section 9.2 – 9.11 of the Original Agreement (the “PRC Payment Assignment”). The Parties agree that all applicable terms and provisions of the Original Agreement shall apply to BeOne Suzhou to the same extent as such terms and provisions apply to BeOne. (For reference to the Original Agreement, please see APPENDIX 1 – License and Collaboration Agreement, attached). 1.2 The PRC portion of Development Milestone Payments and Commercialization Milestone Payments shall be mutually agreed upon by BeOne and Zymeworks based on the proportionate use and benefit of the License by BeOne Suzhou within the PRC and BeOne outside the PRC in connection with each Development Milestone Payment and Commercialization Milestone Payment. The PRC portion of Royalties shall be attributable to the PRC portion of the aggregate Net Sales of Licensed Products in the Territory for each Calendar Year, at the percentage rates set forth in Section 9.5 of Original Agreement. (For reference to the Original Agreement, please see APPENDIX 1 – License and Collaboration Agreement, attached). The Parties acknowledge that on or around June 20, 2025, BeOne paid Zymeworks a USD $20 Million Development Milestone Payment for the achievement of Development Milestone Event (as defined in the Original Agreement) #[***] on or around May 30, 2025. The Parties agree that the PRC portion of such Development Milestone Payment is attributed in full to BeOne. 1.3 BeOne Suzhou should be responsible for development, manufacturing and commercialization in the PRC of the Licensed Products in accordance with Section 8 of the Original Agreement and shall book sales of such Licensed Product that obtains Regulatory Approval in the PRC in accordance with the Commercialization Plan for such Licensed Product and all Applicable Laws, [***]. (For reference to the Original Agreement, please see APPENDIX 1 – License and Col...

Partial Assignment and Assumption. As contemplated by Section 1 of the Purchase Agreement, Assignor hereby assigns to Assignee all of Assignor’s rights and obligations under the Purchase Agreement to the extent relating to the purchase of the Locomotives described in Schedule 1 hereto (the “Assigned Locomotives”), and Assignee hereby accepts such assignment and agrees to assume all of Assignor’s obligations under the Purchase Agreement to the extent relating to the purchase of the Assigned Locomotives.