Parties and Assignment and Assumption Sample Clauses

Parties and Assignment and Assumption. The parties do hereby agree that effective as of the date hereof, State Street shall be removed as a party to the Agreement and shall be replaced by Boston Financial Data Services, Inc. (“Boston Financial”), a Massachusetts corporation and SEC registered transfer agent. State Street hereby assigns to Boston Financial, from and after the Effective Date, all of State Street’s rights, duties and obligations under the Agreement and any exhibits or schedules thereto. In turn, Boston Financial hereby accepts such assignment and agrees to assume, from and after the Effective Date, all of the rights, duties and obligations assigned to it hereunder by State Street and agrees to be responsible for all obligations incurred by it under the Agreement and its exhibits and schedules from and after the Effective Date. The Funds hereby consent and agree to such assignment. All references in the Agreement and in any exhibits or schedules thereto to the “Transfer Agent” or “State Street Bank and Trust Company” shall be deemed to refer to Boston Financial, except where the context otherwise requires.
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Parties and Assignment and Assumption. The parties do hereby agree that effective as of the date hereof, State Street shall be removed as a party to the Agreement and shall be replaced by SS&C GIDS, Inc. (“SS&C”), a Delaware corporation and SEC registered transfer agent. State Street hereby assigns to SS&C, from and after the Effective Date, all of State Street’s rights, duties and obligations under the Agreement and any exhibits or schedules thereto. In turn, SS&C hereby accepts such assignment and agrees to assume, from and after the Effective Date, all of the rights, duties and obligations assigned to it hereunder by State Street and agrees to be responsible for all obligations incurred by it under the Agreement and its exhibits and schedules from and after the Effective Date. The Funds hereby consent and agree to such assignment. All references in the Agreement and in any exhibits or schedules thereto to the “Transfer Agent” or “State Street Bank and Trust Company” shall be deemed to refer to SS&C, except where the context otherwise requires.
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Parties and Assignment and Assumption. PIMSS hereby assigns to the Funds (severally and not jointly), from and after the Effective Date, all of PIMSS's rights and obligations under the Master Agreement and Schedules I through IV, VII and VIII thereto (the "Fund Schedules"). Further, PIMSS hereby assigns to PIM Inc., from and after the Effective Date, all of PIMSS' rights and obligations under Schedules V and VI to the Master Agreement (the "FAN Services Schedules"). In turn, the Funds severally agree to assume, from and after the Effective Date, all of the obligations, rights and duties assigned to them by PIMSS and each Fund severally agrees to be responsible for all obligations incurred by it under the Master Agreement and the Fund Schedules from and after the Effective Date. PIM Inc. agrees to assume, from and after the Effective Date, all of the obligations, rights and duties assigned to it by PIMSS and PIM Inc. agrees to be responsible for all obligations incurred by it under the Master Agreement and the FAN Services Schedules from and after the Effective Date. Accordingly, from and after the Effective Date, each of the Funds set forth on Exhibit A to the Master Agreement shall be a party to the Master Agreement and the Fund Schedules and PIM Inc. shall be a party to the FAN Services Schedules. In addition, from and after the Effective Date, PIMSS shall be removed as a party to the Master Agreement and all Schedules thereto. Also, Boston Financial agrees to: the addition of each of the Funds as parties to the Master Agreement and the Fund Schedules; the addition of PIM Inc. as a party to the FAN Services Schedules; PIMSS' assignment to the Funds of all PIMSS' rights and obligations under the Master Agreement and Fund Schedules; PIMSS' assignment to PIM Inc. of all PIMSS' rights and obligations under the FAN Services Schedules; and the removal of PIMSS as a party to the Master Agreement and all Schedules thereto, all as set forth above. Boston Financial, on behalf of itself and its affiliates, agrees to provide the services and products that were provided to PIMSS (i) under the Fund Schedules to each of the Funds and (ii) under the FAN Services Schedules to PIM Inc., from and after the Effective Date. Each of PIMSS and Boston Financial hereby acknowledges and agrees that the Funds are not assuming, and shall in no event be responsible for, any liability of PIMSS arising directly or indirectly under the Master Agreement and all Schedules thereto prior to the Effective Date (whether discovere...
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Parties and Assignment and Assumption. The parties do hereby agree that effective as of the date hereof, State Street shall be removed as a party to the Agreement and shall be replaced by DST Asset Manager Solutions, Inc. (“DST AMS”), a Massachusetts corporation and SEC registered transfer agent. State Street hereby assigns to DST AMS, from and after the Effective Date, all of State Street’s rights, duties and obligations under the Agreement and any exhibits or schedules thereto. In turn, DST AMS hereby accepts such assignment and agrees to assume, from and after the Effective Date, all of the rights, duties and obligations assigned to it hereunder by State Street and agrees to be responsible for all obligations incurred by it under the Agreement and its exhibits and schedules from and after the Effective Date. The Fund hereby consents and agrees to such assignment. All references in the Agreement and in any exhibits or schedules thereto to the “Transfer Agent”, “Bank” or “State Street Bank and Trust Company” shall be deemed to refer to DST AMS, except where the context otherwise requires.
Sample 1
Parties and Assignment and Assumption. The parties do hereby agree that effective as of the date hereof, CIS shall be removed as a party to the Agreement and all references in the Agreement and in any exhibits or schedules thereto to “CIS” or “Xxxxxxx Investment Services, Inc.” shall be deemed deleted throughout the Agreement. The parties further acknowledge that the Xxxxxxx XXXX Fund has been liquidated and agree that it is removed as a party to the Agreement. The parties do hereby further agree that effective as of the date hereof, State Street shall be removed as a party to the Agreement and shall be replaced by Boston Financial Data Services, Inc. (“Boston Financial”), a Massachusetts corporation and SEC registered transfer agent. State Street hereby assigns to Boston Financial, from and after the Effective Date, all of State Street’s rights, duties and obligations under the Agreement and any exhibits or schedules thereto. In turn, Boston Financial hereby accepts such assignment and agrees to assume, from and after the Effective Date, all of the rights, duties and obligations assigned to it hereunder by State Street and agrees to be responsible for all obligations incurred by it under the Agreement and its exhibits and schedules from and after the Effective Date. The Funds hereby consent and agree to such assignment. All references in the Agreement and in any exhibits or schedules thereto to the “Transfer Agent” or “State Street Bank and Trust Company” shall be deemed to refer to Boston Financial, except where the context otherwise requires.
Sample 1
Parties and Assignment and Assumption. The parties do hereby agree that effective as of the date hereof, State Street shall be removed as a party to the Agreement and shall be replaced by DST Asset Manager Solutions, Inc. (“DST AMS”), a Massachusetts corporation, SEC registered transfer agent, and wholly-owned subsidiary of DST Systems, Inc. (“DST”). State Street hereby assigns to DST AMS, from and after the Effective Date, all of State Street’s rights, duties and obligations under the Agreement and any exhibits or schedules thereto. In turn, DST AMS hereby accepts such assignment and agrees to assume, from and after the Effective Date, all of the rights, duties and obligations assigned to it hereunder by State Street and agrees to be responsible for all obligations incurred by it under the Agreement and its exhibits and schedules from and after the Effective Date. The Fund hereby consents and agrees to such assignment and assumption. All references in the Agreement and in any exhibits or schedules thereto to the “Transfer Agent” or “State Street Bank and Trust Company” shall be deemed to refer to DST AMS, except where the context otherwise requires.
Sample 1

Related to Parties and Assignment and Assumption

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

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Amendment and Assignment Neither party may cause this Agreement to be amended, assigned, assumed, sold or otherwise transferred without the prior written consent of the other party. However, the City hereby gives its permission that the Company’s rights to receive the Payments hereunder may be assigned by the Company to a private lender, as security on a credit facility taken with respect to the Project, without further action on the part of the City.

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

  • 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.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

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