Assignment and Assumption Sample Contracts

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Assignment and Assumption • June 11th, 2008 • Centerbridge Capital Partners L P • Motor vehicle parts & accessories
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ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • March 31st, 2022 • KBS Real Estate Investment Trust III, Inc. • Real estate investment trusts

This Assignment and Assumption (this “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between Wells Fargo Bank, National Association, a national banking association (the “Assignor”), and Capital One, National Association, a national banking association (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (the “Loan 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.

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • April 11th, 2008 • Leggett & Platt Inc • Household furniture

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 BNP Paribas (the “Assignor”) and ABN AMRO Bank, N.V. (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.

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • November 13th, 2008 • Woodside Capital Management, LLC • Investment advice

This Assignment and Assumption (this “Assignment and Assumption”) 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 Securities Purchase and Loan Agreement identified below (the “Securities Purchase 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.

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • December 28th, 2018 • Varde Partners Inc • Crude petroleum & natural gas

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 Värde Skyway Master Fund, L.P. (the “Assignor”) and The Värde Skyway Fund, L.P. (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, 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 Assumption as if set forth herein in full.

Assignment and Assumption
Assignment and Assumption • March 6th, 2012 • Partners for Growth III, L.P. • Auto controls for regulating residential & comml environments

This Assignment and Assumption (this “ Assignment and Assumption ”) 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 Loan Agreement identified below (as amended, the “ Loan Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The capitalized terms “Note” and “Notes” used herein shall have the same meaning as “Loan” and “Loans”, respectively, in the Loan Agreement. The 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.

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • August 9th, 2016 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus

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 Varian Medical Systems International AG (the “Assignor”) and Deutsche Bank AG, London Branch (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (as amended, the “Loan 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.

FORM OF ASSIGNMENT AND ASSUMPTION FOR THE MAIN STREET LENDING PROGRAM
Assignment and Assumption • July 28th, 2020

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 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 (i) the Co-Lender Agreement identified below (as amended, the “Co-Lender Agreement”) and (ii) to the extent not defined in the Co-Lender Agreement, 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.

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • March 26th, 2012 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts

This ASSIGNMENT AND ASSUMPTION, dated as of September 1, 2011 (this "Assignment"), is by and between, First States Group, L.P., a Delaware limited liability company (the "Assignor"), and KBS Acquisition Sub-Owner 9, LLC, a Delaware limited liability company (the "Assignee").

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • June 8th, 2016

FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, 588 ASSOCIATES, L.P., a Pennsylvania limited partnership (“Assignor”) hereby irrevocably assigns, transfers and sets over to AMERICAN BAPTIST CHURCHES IN THE U.S.A., as to a 35% undivided interest, THE AMERICAN BAPTIST HOME MISSION SOCIETY, as to a 35% undivided interest, THE MINISTERS AND MISSIONARIES BENEFIT BOARD OF THE

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • February 26th, 2008 • Leggett & Platt Inc • Household furniture

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 Bank of New York (the “Assignor”) and Comerica Bank (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 Assumption as if set forth herein in full.

EX-10.12 9 a2220945zex-10_12.htm EX-10.12 ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • May 5th, 2020 • Massachusetts

This Assignment and Assumption (the “Assignment”) dated as of April 25, 2011, but effective as of April 25, 2011 (the “Effective Date”), is by and among Echo Bridge Capital Management, LLC, a Delaware limited liability company, and North Hampton Partners Corporation, a Delaware corporation, jointly and severally (collectively, the “Assignor”), Rhythm Pharmaceuticals, Inc., a Delaware corporation (the “Assignee”).

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • November 4th, 2005 • Golden West Brewing Company, Inc. • Malt beverages

THIS ASSIGNMENT AND ASSUMPTION is effective as of the 31st day of August, 2005 by and between BUTTE CREEK BREWING COMPANY, LLC., a California limited liability company ("Assignor"), and GOLDEN WEST BREWING COMPANY, a California corporation ("Assignee") and GOLDEN WEST BREWING COMPANY, INC., a Delaware corporation ("Golden West").

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • March 17th, 2014 • HMS Income Fund, Inc. • Texas

THIS ASSIGNMENT AND ASSUMPTION (the “Assignment”) is entered into as of December 31, 2013 by and among Main Street Capital Partners, LLC, a Delaware limited liability company (the “MSCP”), Main Street Capital Corporation, a Maryland corporation (“MSCC” and, together with MSCP, the “Assignor”), and MSC Adviser I, LLC, a Delaware limited liability company (the “Assignee”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Sub-Advisory Agreement (defined below).

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • October 26th, 2011 • C-Iii Capital Partners LLC • Real estate agents & managers (for others)

Reference is made to the Credit Agreement, dated as of April 15, 2011 (as amended to date and in effect and as further amended, restated, amended and restated, supplemented or otherwise further modified from time to time, the “Credit Agreement”), among Grubb & Ellis Management Services, Inc. (the “Borrower”), Grubb & Ellis Company, the Lenders party thereto and ColFin GNE Loan Funding, LLC, as administrative agent (in such capacity, the “Administrative 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 ASSUMPTION
Assignment and Assumption • November 8th, 2012 • Weingarten Realty Investors /Tx/ • Real estate investment trusts

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 Compass Bank (the "Assignor") and Branch Banking and Trust Company (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.

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • November 12th, 2009 • Prime Group Realty Trust • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION (this “Assignment and Assumption”) is effective as of July 16, 2009, by PGRT ESH, Inc., a Delaware corporation (“Assignor”) and LSG-ESH LLC, a Delaware limited liability company (“Assignee”).

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

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 Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement (as defined below), 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 Assumption as if set forth herein in full.

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • May 9th, 2024 • StoneX Group Inc. • Security & commodity brokers, dealers, exchanges & services

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between Flagstar Bank, N.A. (the “Assignor”) and BOKF, NA dba BOK Financial (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, extended, replaced, 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 Assumption as if set forth herein in full.

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • September 17th, 2002 • Fao Inc • Retail-catalog & mail-order houses

This ASSIGNMENT AND ASSUMPTION (this "Assignment and Assumption") dated as of September 10, 2002 is made between F.A.O., Inc., a California corporation (the "Assignor") and FAO, Inc., a Delaware corporation (the "Assignee").

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • June 30th, 2011 • Music123, Inc. • Retail-radio, tv & consumer electronics stores

Assignment and Assumption (the “Assignment and Assumption”), dated as of March 2, 2011, among ACOF II GC Holdings (Direct), L.P. and ACOF III GC Holdings (Direct), L.P. (collectively, and together with their respective transferees the “Assignors”), Guitar Center, Inc. (the “Assignee”) and Guitar Center Holdings, Inc. (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture, dated as of August 6, 2008, between the Issuer and The Bank of New York Mellon Trust Company, N.A. (as amended, restated, supplemented, restructured or otherwise modified from time to time, the “HoldCo Indenture”), governing the 14.09% Senior PIK Notes due 2016 of the Issuer (the “HoldCo Notes”), receipt of a copy of which is hereby acknowledged by the Assignee.

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • May 6th, 2014 • Tennessee Valley Authority • Electric services

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between UBS AG, STAMFORD BRANCH (the “Assignor”) and SUMITOMO MITSUI BANKING COPORATION (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 Assumption as if set forth herein in full.

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Assignment and Assumption
Assignment and Assumption • November 20th, 2006 • Beard Co /Ok • Industrial inorganic chemicals

This Assignment and Assumption is made and entered into this 19th day of October, 2005, between Beard Technologies, Inc., an Oklahoma corporation (“BTI”), and Beard Pinnacle, LLC (“BP”), an Oklahoma limited liability company, with respect to the following circumstances:

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • November 29th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec

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 TRIANGLE MEZZANINE FUND, LLLP, a North Carolina limited liability limited partnership, FIDUS MEZZANINE CAPITAL, L.P., a Delaware limited partnership, SPP MEZZANINE FUNDING II HOLDINGS, LLC, a Delaware limited liability company, SPP MEZZANINE FUNDING II-A, L.P., a Delaware limited partnership, and SALEM HALIFAX CAPITAL PARTNERS, LIMITED PARTNERSHIP, a North Carolina limited partnership (each, an “Assignor” and, together, the “Assignors”) and the Assignee identified below (the “Assignee”) and is being executed pursuant to Section 7(a) of the Warrant, Share and Indebtedness Purchase Agreement, dated as of October 11, 2013, by and among the Borrower, Cypress Energy Partners – TIR, LLC (the “Buyer”), Cypress Energy Investments, LLC, Cypress Energy Holdings, LLC and the Assignors, as amended from time to time (the “WSIA”). The Assignee is the d

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • January 31st, 2008 • Imagine Media LTD

THIS ASSIGNMENT AND ASSUMPTION is effective as of the 23rd day of August, 2007 by and between IMAGINE HOLDING CORP., a Nevada corporation ("Assignor"), and IMAGINE MEDIA, LTD., a Delaware corporation ("Assignee").

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • November 5th, 2020 • Athenex, Inc. • Pharmaceutical preparations

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between Oaktree-TCDRS Strategic Credit, LLC; Exelon Strategic Credit Holdings LLC; Oaktree-NGP Strategic Credit, LLC; Oaktree-Minn Strategic Credit, LLC; Oaktree-Forrest Multi-Strategy, LLC - Series A; Oaktree-TBMR Strategic Credit Fund C, LLC; Oaktree-TBMR Strategic Credit Fund F, LLC; Oaktree-TBMR Strategic Credit Fund G, LLC; Oaktree-TSE 16 Strategic Credit, LLC; INPRS Strategic Credit Holdings, LLC; Oaktree Gilead Investment Fund AIF (Delaware), L.P.; Oaktree Huntington-GCF Investment Fund (Direct Lending AIF), L.P.; Oaktree Strategic Income II, Inc.; Oaktree Specialty Lending Corporation; and Oaktree Strategic Income Corporation (each, an “Assignor” and collectively, the “Assignors”) and Sagard Healthcare Royalty Partners, LP; OPB SHRP Co-Invest Credit Limited; and Simcoe SHRP Co-Invest Credit Ltd. (each, an “Assignee” and collectively, the

ASSIGNMENT AND ASSUMPTION FOR THE MAIN STREET LENDING PROGRAM
Assignment and Assumption • December 27th, 2020

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 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 (i) the Co-Lender Agreement identified below (as amended, the “Co-Lender Agreement”) and (ii) to the extent not defined in the Co-Lender Agreement, 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.

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • May 7th, 2004 • Dinur & Associates Pc /Fa/ • Services-employment agencies

Reference is hereby made to the certain Securities Purchase Agreement by and between Diversified Corporate Resources, Inc. (the "Issuer") and Microcapital Strategies, Inc. ("Microcap"), dated effective November 21, 2003 (the "Subscription Agreement"). Terms not defined herein shall have the meaning ascribed to them in the Subscription Agreement.

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • December 9th, 2004 • Diversified Corporate Resources Inc • Services-employment agencies

Reference is hereby made to the certain Securities Purchase Agreement by and between Diversified Corporate Resources, Inc. (the “Issuer”) and Mirocap Strategies, Inc. (“Mirocap”), dated effective November 21, 2003 (the “Subscription Agreement”). Terms not defined herein shall have the meaning ascribed to them in the Subscription Agreement.

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • May 18th, 2020

THIS ASSIGNMENT AND ASSUMPTION (this “Assignment”) is entered into this 12 day of May, 2020 (“Assignment Date”), by and between the Council for Adult and Experiential Learning Inc., a Washington D.C. non-profit corporation headquartered in Indianapolis, IN (“CAEL”), the United Corpus Christi Chamber of Commerce, located at 602 N. Staples, Ste. 150, Corpus Christi, Texas 78401 (the “Chamber”), and Nueces County Development Commission, Texas, located at 901 Leopard Street, Room 303 Corpus Christi, Texas 78401.

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • December 23rd, 2009 • Piedmont Natural Gas Co Inc • Natural gas distribution

This Assignment and Assumption (this “Assignment and Assumption”) 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 I 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.

Exhibit No. 7
Assignment and Assumption • June 26th, 2008 • Essar Steel Holdings LTD • Steel works, blast furnaces & rolling mills (coke ovens)

Reference is made to that certain Amended and Restated Term Loan Agreement dated as of May 5, 2008 (as amended, supplemented or otherwise modified to the date hereof, the “WPC Term Loan Agreement”), by and among Wheeling-Pittsburgh Corporation, a Delaware corporation, Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (the “WPC Borrower”), Essar Steel Holdings Limited, as administrative agent (the “WPC Administrative Agent”) and the lenders a party thereto (the “WPC Lenders”) and to that certain Term Loan Agreement dated as of May 2, 2008 (as amended, supplemented or otherwise modified to the date hereof, the “Esmark Term Loan Agreement”; together with the WPC Term Loan Agreement, the “Term Loan Agreements”), by and among Esmark Incorporated, a Delaware corporation (“Esmark”), Esmark Steel Service Group, Inc., a Delaware corporation (the “Esmark Borrower”; together with the WPC Borrower, the “Borrowers”), Essar Steel Holdings Limited, as administrative agent (the “Esmark Adm

ASSIGNMENT AND ASSUMPTION FOR THE MAIN STREET LENDING PROGRAM
Assignment and Assumption • July 25th, 2020

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 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 (i) the Co-Lender Agreement identified below (as amended, the “Co-Lender Agreement”) and (ii) to the extent not defined in the Co-Lender Agreement, 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.

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • April 5th, 2013 • XFormity Technologies, Inc. • Services-prepackaged software

THIS ASSIGNMENT AND ASSUMPTION is effective as of the 5th day of April, 2013 by and between JACK RABIN, in his capacity as Trustee under that certain Trust Indenture dated January 12, 2006 ("Assignor") and ALTAMETRICS XFORMITY, LLC ("Assignee").

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • February 28th, 2014 • Main Street Capital CORP • Texas

THIS ASSIGNMENT AND ASSUMPTION (the "Assignment") is entered into as of December 31, 2013 by and among Main Street Capital Partners, LLC, a Delaware limited liability company (the "MSCP"), Main Street Capital Corporation, a Maryland corporation ("MSCC" and, together with MSCP, the "Assignor"), and MSC Adviser I, LLC, a Delaware limited liability company (the "Assignee"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Sub-Advisory Agreement (defined below).

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