Assignment and Acceptance Sample Contracts

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ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • November 7th, 2018 • Sphere 3D Corp • Services-computer processing & data preparation

This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and among the Assignor identified in item 1 below (the “Assignor”), the Assignee identified in item 2 below (the “Assignee”) and each of the Loan Parties to the Credit Agreement identified below (the “Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in 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 (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • November 10th, 2008 • Saga Communications Inc • Radio broadcasting stations

Reference is made to the Credit Agreement dated as of July 29, 2003 (as amended and in effect on the date hereof, the “Credit Agreement”), among Saga Communications, Inc., a Delaware corporation, the Lenders party thereto, Union Bank of California, N.A., as Syndication Agent, Bank of America, N.A., as Documentation Agent, and The Bank of New York Mellon, formerly The Bank of New York, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings.

ASSIGNMENT AND ACCEPTANCE dated as of August 11, 2017
Assignment and Acceptance • June 26th, 2018 • Invesco Senior Income Trust • New York

Reference is made to the Credit Agreement, dated as of December 10, 2015 (as from time to time amended and in effect, the “Credit Agreement”), by and among INYESCO SENIOR INCOME TRUST, a Delaware statutory trust registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “Borrower”), STATE STREET BANK AND TRUST COMPANY and the other Banks (as hereinafter defined) party hereto from time to time, and STATE STREET BANK AND TRUST COMPANY, as agent for itself and the Banks (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • June 22nd, 2015 • Surgery Partners, Inc. • Services-general medical & surgical hospitals, nec

Reference is made to the Amended and Restated Securities Purchase Agreement, dated as of May 4, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms therein), among Surgery Center Holdings, Inc., a Delaware corporation (the “Issuer”), Surgery Center Holdings, LLC, the Subsidiary Guarantors party thereto, the purchasers from time to time party thereto (the “Purchasers”), and THL Corporate Finance, Inc., as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”).

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • May 2nd, 2007 • Lecroy Corp • Instruments for meas & testing of electricity & elec signals

This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). 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 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 Acceptance as if set forth herein in full.

ASSIGNMENT AND ACCEPTANCE [Date]
Assignment and Acceptance • October 6th, 2005 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland

Reference is made to the Amended And Restated Loan And Security Agreement dated to be effective as of September , 2005 (as amended or supplemented from time to time, the ALOAN AGREEMENT”), by and among MARTEK BIOSCIENCES CORPORATION, a Delaware corporation (“BORROWER”), and MANUFACTURERS AND TRADERS TRUST COMPANY, as ADMINISTRATIVE AGENT, and the LENDERS party thereto. Capitalized terms which are defined in the LOAN AGREEMENT and which are used herein without definition shall have the same meanings herein as in the LOAN AGREEMENT.

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • March 31st, 2009 • Triad Financial Sm LLC • Finance services

This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between Hunter’s Glen/Ford Ltd. (the “Assignor”) and GTCR Fund VIII, L.P., Fund VIII/B Triad Splitter, L.P. and GTCR Co-Invest II, L.P. (collectively, the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Secured Promissory Note identified below (as may be amended from time to time, the “Promissory Note”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • November 19th, 2009 • Sally Beauty Holdings, Inc. • Retail-retail stores, nec

Reference is made to the Credit Agreement, dated as of November , 2006, among SALLY HOLDINGS LLC, a Delaware limited liability company, (the “Parent Borrower”), BEAUTY SYSTEMS GROUP LLC, a Delaware limited liability company, and SALLY BEAUTY SUPPLY LLC, a Delaware limited liability company, (together with BEAUTY SYSTEMS GROUP LLC and their respective successors and assigns the “Subsidiary Borrowers”), the Canadian Borrowers (as defined in the Credit Agreement) (the Canadian Borrowers together with the Parent Borrower and Subsidiary Borrowers, the “Borrowers”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), MERRILL LYNCH CAPITAL, a division of’ Merrill Lynch Business Financial Services Inc., as administrative agent (the “Administrative Agent”) and collateral agent for the Lenders. MERRILL LYNCH CAPITAL CANADA INC., as Canadian agent and Canadian collateral agent for the Lenders. Unless otherwise defined herein, terms defined in the

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • August 3rd, 2017 • Esl Partners, L.P. • Retail-department stores • New York

This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 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 [each, 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 Acceptance as if set forth herein in full.

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • October 14th, 2016 • BioPharmX Corp • Pharmaceutical preparations

On August 17, 2016, RTW Master Fund, Ltd., a Cayman Islands company (“Assignor”), and BioPharmX Corporation, a Delaware corporation (the “Company”), entered into a subscription agreement (the “Subscription Agreement”) pursuant to which the Company agreed to issue a secured convertible promissory note to Assignor in the original principal amount of $1,000,000 (the “Promissory Note”). The Promissory Note was issued to Assignor on August 17, 2016, and on the same date, the Company and Assignor also entered into a Security Agreement (the “Security Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”). The Subscription Agreement, the Promissory Note, the Security Agreement and the Registration Rights Agreement are referred to collectively herein as the “Original Agreements.” Copies of the Original Agreements have been received by each of Assignor and Assignee. Assignor wishes to assign to Assignee, and Assignee wishes to accept assignment from Assignor of, a

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • August 26th, 2016 • Esl Partners, L.P. • Retail-department stores

This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). 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 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 Acceptance as if set forth herein in full.

FORM OF ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • December 2nd, 2008 • Staples Inc • Retail-miscellaneous shopping goods stores

This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between Lehman Commercial Paper Inc. (the “Assignor”) and Barclays Bank PLC (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 I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • August 26th, 2016 • Esl Partners, L.P. • Retail-department stores • New York

This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). 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 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 Acceptance as if set forth herein in full.

ASSIGNMENT AND ACCEPTANCE Dated as of September 25, 2009
Assignment and Acceptance • October 28th, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research • New York

Reference is made to the Financing Agreement, dated as of March 1, 2006 (such Agreement, as amended, restated, supplemented or otherwise modified from time to time, including any replacement agreement therefor, being hereinafter referred to as the Financing Agreement”), by and among Life Sciences Research, Inc., a Maryland corporation (the “Parent”), Huntingdon Life Sciences Limited, a company incorporated under the laws of England and Wales (“Huntingdon”), each subsidiary of the Parent thereafter joined to the Financing Agreement as a “Borrower” (together with Huntingdon, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), and ***, as agent for the Lenders (in such capacity, together with its successors and assigns, the “Age

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • Massachusetts

This Agreement, dated as of March 21, 2003 is among: The Doe Run Resources Corporation, a New York corporation (the “Company”); Regiment Capital II, L.P., a Delaware limited partnership, and Lathi, LLC, a Delaware limited liability company (collectively, the “Assignors”); The Renco Group, Inc., a New York corporation (the “Assignee”); and Regiment Capital Advisors, L.L.C., a Delaware limited liability (“Regiment”). The parties hereby agree as follows:

EXHIBIT A ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • March 15th, 2013 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York

This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each](2) Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as further defined below, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, 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 Acceptance as if set forth herein in full.

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • September 5th, 2007 • Winmark Corp • Retail-miscellaneous retail • New York

This Assignment and Acceptance (this “Assignment and Acceptance”), dated as of August 31, 2007, is made by and between Winmark Corporation (the “Assignor”) and Allied Capital Corporation (the “Assignee”). Reference is made to that certain Investment Agreement, dated as of February 15, 2006 (as amended, restated, modified or supplemented from time to time, the “Investment Agreement”), among Commercial Credit Group Inc. (the “Company”), Assignor and Assignee, pursuant to which the Company issued its 14.75% promissory notes due 2011 in the aggregate principal amount of up to $12,000,000 (the “Notes”). Unless otherwise defined herein, capitalized terms used herein without definition shall have the meanings given to them in the Investment Agreement.

ASSIGNMENT AND ACCEPTANCE [1106 to VRT]
Assignment and Acceptance • June 5th, 2024 • Canopy Growth Corp • Medicinal chemicals & botanical products

This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented or otherwise modified prior to the date hereof, 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 Acceptance as if set forth herein in full.

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • October 25th, 2013 • Athyrium Opportunities Fund (A) LP • Industrial organic chemicals

This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of October 11, 2013 (the “Effective Date”) and is entered into by and between Athyrium Opportunities Fund (B) LP (the “Assignor”) and Athyrium Opportunities Fund (A) LP (the “Assignee”). Capitalized terms used but not defined herein have the meanings provided in the Warrant identified below. The Additional 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 Acceptance as if set forth herein in full.

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ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • August 20th, 2018 • Cyrus Capital Partners, L.P. • Services-computer processing & data preparation

This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and among the Assignor identified in item 1 below (the “Assignor”), the Assignee identified in item 2 below (the “Assignee”) and each of the Loan Parties to the Credit Agreement identified below (the “Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in 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 (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • April 18th, 2006 • Timco Aviation Services Inc • Airports, flying fields & airport terminal services

Reference is made to the Amended and Restated Financing Agreement dated as of April 8, 2005 (as amended and otherwise modified to the date hereof, the “Financing Agreement”) among Monroe Investments, Inc. (“Monroe Investments”), Monroe Capital Advisors LLC (“Monroe Capital”, and together with Monroe Investments, “Monroe”) and Fortress Credit Opportunities I LP (“Fortress”, and together with Monroe, the “Assignors”) and TIMCO Aviation Services, Inc. and certain of its affiliates parties thereto (collectively, the “Companies”). Capitalized terms not otherwise defined herein shall have the same meanings as specified therefor in the Financing Agreement.

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services

Reference is made to the Amended and Restated Financing Agreement dated as of April 8, 2005 (as amended and otherwise modified to the date hereof, the “Financing Agreement”) among Monroe Investments, Inc. (“Monroe Investments”), Monroe Capital Advisors LLC (“Monroe Capital”, and together with Monroe Investments, “Monroe”) and Fortress Credit Opportunities I LP (“Fortress”, and together with Monroe, the “Assignors”) and TIMCO Aviation Services, Inc. and certain of its affiliates parties thereto (collectively, the “Companies”). Capitalized terms not otherwise defined herein shall have the same meanings as specified therefor in the Financing Agreement.

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • November 6th, 2009 • Hanger Orthopedic Group Inc • Services-specialty outpatient facilities, nec

Reference is made to the Credit Agreement, dated as of May [26], 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HANGER ORTHOPEDIC GROUP, INC., a Delaware corporation (the “Borrower”), the Lenders parties thereto, LEHMAN BROTHERS INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint bookrunners, CITICORP NORTH AMERICA, INC., as Administrative Agent, LEHMAN COMMERCIAL PAPER, INC., as Syndication Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agent, and LASALLE BANK NATIONAL ASSOCIATION, as co-documentation agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

ASSIGNMENT AND ACCEPTANCE Dated as of October 13, 2009
Assignment and Acceptance • October 28th, 2009 • Life Sciences Research Inc • Services-commercial physical & biological research • New York

Reference is made to the Financing Agreement, dated as of March 1, 2006 (such Agreement, as amended, restated, supplemented or otherwise modified from time to time, including any replacement agreement therefor, being hereinafter referred to as the Financing Agreement”), by and among Life Sciences Research, Inc., a Maryland corporation (the “Parent”), Huntingdon Life Sciences Limited, a company incorporated under the laws of England and Wales (“Huntingdon”), each subsidiary of the Parent thereafter joined to the Financing Agreement as a “Borrower” (together with Huntingdon, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), and ***, as agent for the Lenders (in such capacity, together with its successors and assigns, the “Age

FORM OF ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • June 8th, 2011 • Zale Corp • Retail-jewelry stores

This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Assignment Effective Date set forth below and is entered into by and between (the “Assignor”) and (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 Acceptance as if set forth herein in full.

ASSIGNMENT AND ACCEPTANCE
Assignment and Acceptance • March 25th, 2002 • Washington Post Co • Newspapers: publishing or publishing & printing • New York

Reference is made to the Credit Agreement dated as of March 17, 1998 (as amended or modified from time to time, the “Credit Agreement”) among The Washington Post Company, a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement), Citibank, N.A., as agent for the Lenders (the “Agent”), and Wachovia Bank, N.A., as co-agent. Terms defined in the Credit Agreement are used herein with the same meaning.

Exhibits A-D to Credit Agreement, dated as of May 29, 2007
Assignment and Acceptance • September 11th, 2009 • Claires Stores Inc • Retail-apparel & accessory stores

This Assignment and Acceptance (the “Assignment and Acceptance”) 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, amended and restated, supplemented or otherwise modified from time to time, 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 Acceptance as if set forth herein in full.

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