Assignment and Assumption Agreement and Xxxx of Sale definition

Assignment and Assumption Agreement and Xxxx of Sale means the Assignment and Assumption Agreement and Xxxx of Sale and the Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit B.
Sample 1
Assignment and Assumption Agreement and Xxxx of Sale has the meaning ascribed to such term in Section 1.12(a)(iv).
Sample 1Sample 2Sample 3
Assignment and Assumption Agreement and Xxxx of Sale has the meaning set forth in Section 3.02(a)(i).
Sample 1Sample 2

Examples of Assignment and Assumption Agreement and Xxxx of Sale in a sentence

  • This Assignment and Assumption Agreement and Xxxx of Sale (this “Agreement”) is made and entered into as of January 5, 2015, by and between Arog Pharmaceuticals, Inc., a Delaware corporation ( “Assignor”), and Videra Pharmaceuticals, LLC, a Delaware limited liability company ( “Assignee”).

  • Upon execution and delivery to Buyer of the Assignment and Assumption Agreement and Xxxx of Sale, Buyer will acquire good and valid title to the Purchased Assets, free and clear of any Lien.

  • On or prior to the Closing Date, Buyer shall execute and deliver to Seller and Seller shall execute and deliver to Buyer the following agreements (the "Collateral Agreements"): Technology Transfer Agreement, Patent License Agreement, Assignment and Assumption Agreement and Xxxx of Sale.

  • On the date hereof, The Company will transfer the Transferred Accounts (Transferred Accounts are defined those contracts listed in Exhibit A of the Assignment and Assumption Agreement and Xxxx of Sale dated November 18, 2009 entitled “Contracts”) detailed on Attachment A hereto, which during the first full week after operational transfer thereof (which shall be no later than December 14, 2009) shall meet or exceed minimum xxxxxxxx of $96,153 for such week (the “Guaranteed Xxxxxxxx”).

  • We have examined originals or copies of the Agreement, the Intellectual Property Agreement, the Transition Services Agreement, the Equity Purchase Agreement, the Lease Assignments, and the Assignment and Assumption Agreement and Xxxx of Sale (collectively, the “Transaction Documents”).

  • This Purchase Agreement has been, and on or prior to the Closing Date the Assignment and Assumption Agreement and Xxxx of Sale will have been, duly authorized, executed and delivered by Seller.

  • Seller shall execute and deliver to Buyer an Assignment and Assumption Agreement and Xxxx of Sale in a form reasonably acceptable to Buyer consistent with this Agreement.

  • Designee desire to enter into each Assignment and Assumption Agreement and Xxxx of Sale, the Intellectual Property Agreement, the Breinigsville Lease, the Lease Assignments, the Transition Services Agreement, the Stock Purchase Agreement, the Promissory Note, the Equity Purchase Agreement and the Deposit Agreement (each as hereinafter defined and collectively, the “Collateral Agreements”).

  • MS CONCEPT LIMITED Annual Report 2021Management Discussion and Analysis USE OF NET PROCEEDS FROM THE LISTING (continued)The directors of the Company (the “Directors”) will continuously evaluate the Group’s business objective and will change or modify the plans against the changing market conditions to suit the business growth of the Group.

  • Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Buyer or one or more Buyer Designee shall execute and deliver to Seller each Assignment and Assumption Agreement and Xxxx of Sale pursuant to which Buyer or any such Buyer Designee shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, the Assumed Liabilities.


More Definitions of Assignment and Assumption Agreement and Xxxx of Sale

Assignment and Assumption Agreement and Xxxx of Sale means the Assignment and Assumption Agreement and Xxxx of Sale, dated as of the Closing Date, by and between the Seller and the Purchaser, substantially in the form of Exhibit D.
Sample 1Sample 2
Assignment and Assumption Agreement and Xxxx of Sale means the Assignment and Assumption Agreement and Xxxx of Sale for the Transferred Assets and the Assumed Liabilities, by and among Seller, the applicable Asset Selling Entities and Purchaser (and any of its applicable designees), substantially in the form attached as Exhibit B.
Sample 1
Assignment and Assumption Agreement and Xxxx of Sale means each agreement in substantially the form set forth as Exhibit A.
Sample 1
Assignment and Assumption Agreement and Xxxx of Sale means the Assignment and Assumption Agreement and Xxxx of Sale, to be entered into on the Closing Date, by and among Purchaser, Logistics and Seller, in the form attached hereto as Exhibit C. “Assumed U.S. Benefit Plans” has the meaning set forth in Section 9.1(c)(i). “Assumed Liabilities” has the meaning set forth in Section 1.1(c). “Bonus Payment Date” has the meaning set forth in Section 9.1(c)(ii). “Business” has the meaning set forth in the recitals. “Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or obligated by Law to close. “Business Names” has the meaning set forth in Section 9.3(b)(i). “Business Employees” means (i) all individuals employed by Seller or its Affiliates on the date hereof who spend substantially all of their working time in connection with such employment providing services to the Business, all of which are set forth on Schedule 13.1(a) and (ii) all individuals employed on the date hereof by the Company, all of which are set forth on Schedule 13.1(a), so long as they spend substantially all of their working time in connection with such employment providing services to the Business, in each case other than the Excluded Employees. For the avoidance of doubt, the term Business Employees includes individuals described in the foregoing sentence who are absent due to vacation, holiday, sickness or other short-term approved leave of absence (including maternity leave, short-term disability leave and military leave or other statutory leaves), but does not include Excluded Employees. 66
Sample 1

Related to Assignment and Assumption Agreement and Xxxx of Sale

  • Assignment and Assumption Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit A.

  • Xxxx of Sale and Assignment and Assumption Agreement has the meaning specified in Section 2.8(a)(i).

  • Assignment and Assumption Agreements means each of the Assignment and Assumption Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented from time to time.

  • Assignment and Assumption of Lease has the meaning set forth in Section 3.02(a)(v).

  • Assignment and Assumption means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

  • Assignment and Acceptance Agreement means an assignment and acceptance agreement entered into by a Committed Lender, an Eligible Assignee, such Committed Lender’s Group Agent and the Administrative Agent, and, if required, the Borrower, pursuant to which such Eligible Assignee may become a party to this Agreement, in substantially the form of Exhibit C hereto.

  • Affiliated Lender Assignment and Assumption means an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent of any party whose consent is required by Section 9.05) and accepted by the Administrative Agent in the form of Exhibit A-1 or any other form approved by the Administrative Agent and the Borrower.

  • nment and Assumption means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of E xhibit A or any other form approved by the Administrative Agent.

  • Assignment and Conveyance Agreement As defined in Subsection 6.01.

  • Assignment and Acceptance means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C hereto.

  • Assignment and Conveyance An assignment and conveyance of the Mortgage Loans purchased on a Closing Date in the form annexed hereto as Exhibit 4.

  • Permitted Loan Purchase Assignment and Acceptance means an assignment and acceptance entered into by a Lender as an Assignor and Holdings, the Borrower or any of the Subsidiaries as an Assignee, as accepted by the Administrative Agent (if required by Section 9.04) in the form of Exhibit F or such other form as shall be approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld or delayed).

  • Conveyancing and Assumption Instruments means, collectively, the various Contracts, including the related local asset transfer agreements and local stock transfer agreements, and other documents entered into prior to the Effective Time and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.

  • Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

  • Addendum and Assignment Agreement The Addendum and Assignment Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer.

  • Guarantee Assumption Agreement means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement between the Collateral Agent and an entity that pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Administrative Agent shall request consistent with the requirements of Section 5.08).

  • IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).

  • Assumption Agreement has the meaning specified in Section 2.18(d)(ii).

  • Incremental Assumption Agreement means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders.

  • Assignment Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the fullest extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our respective parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents, contractors or similar parties acting on behalf of either Us or HomeServe shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per repair benefit limit set out above relating to any repairs performed by Us, HomeServe or on behalf of either Us or HomeServe or services provided hereunder giving rise to such loss or damage; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, damages based on anticipated or lost profits, wages, or revenue, or damages based on diminution in value or a multiple of earnings, including those caused by any fault, failure, delay or defect in providing any repairs performed by Us, HomeServe or on behalf of either Us, or HomeServe or services provided under this Service Agreement, regardless of whether such damages were foreseeable and whether or not We or HomeServe or anyone acting on behalf of either Us or HomeServe have been advised of the possibility of such damages (the damages listed in clauses (a) and (b), collectively the “Excluded Damages”); and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state.

  • Patent Assignment Agreement means the Patent Assignment Agreement attached hereto as Exhibit G.

  • Designated Borrower Request and Assumption Agreement has the meaning specified in Section 2.14.

  • Trademark Assignment Agreement has the meaning set forth in Section 2.01.

  • Lender Assignment Agreement means an assignment agreement substantially in the form of Exhibit D hereto.

  • Commitment and Acceptance is defined in Section 2.18(b).