Assignment and Assumption of Operating Agreements definition

Assignment and Assumption of Operating Agreements means the form of assignment and assumption of the Operating Contracts to be executed and delivered by Seller and Purchaser at the Closing in the form attached hereto as SCHEDULE 4.
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Assignment and Assumption of Operating Agreements means, in the case of any Property, the agreement to be entered into between the City and the applicable HUPEG Entity on the applicable Closing Date, in the form agreed to by the Parties prior to the Document Settlement Deadline in accordance with Section 4.5; pursuant to which, inter alia: (i) the City assigns all of its rights and benefits under the Assigned Operating Agreements for such Property to the applicable HUPEG Entity, (ii) the applicable HUPEG Entity assumes and agrees to satisfy and be bound by all of the obligations and covenants of the City under such Assigned Operating Agreements; (iii) the applicable HUPEG Entity agrees to be responsible, and indemnify the City, for all Claims and Losses incurred by the City in respect of such Assigned Operating Agreements for matters that relate to the period from and after the applicable Closing Date; (iv) the applicable HUPEG Entity agrees to be responsible, and indemnify the City, for all Claims and Losses incurred by the City for, in respect of and/or arising as a result of the termination or non-assumption of the City-Indemnified Unassigned Operating Agreements for such Property (which, for greater certainty, does not include the Undisclosed Operating Agreements), which indemnified Claims and Losses shall include, without limitation, all fees and costs relating to or resulting from the termination (or attempted termination) of the City-Indemnified Unassigned Operating Agreements and amounts paid or payable thereunder that relate to the period from and after the applicable Closing Date; and (v) the City agrees to indemnify the applicable HUPEG Entity for all Losses incurred by such HUPEG Entity under such Assigned Operating Agreements for matters that relate to the period prior to the applicable Closing Date (other than those relating to the maintenance, repair and/or condition of any Property);
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Assignment and Assumption of Operating Agreements means an assignment and assumption of the Operating Agreements in the form attached hereto as Exhibit “G” and by this reference incorporated herein, pursuant to which Wolf shall assign and transfer to either or several of the Partnership, the applicable Tenant or other designee of the Partnership, all of Wolf’s right, title and interest in and to, and the Partnership, the applicable Tenant or designee, shall be entitled to all of Wolf’s rights and benefits and assume all of Wolf’s obligations and liabilities with respect to, the Operating Agreements first accruing from and after Closing.
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Examples of Assignment and Assumption of Operating Agreements in a sentence

  • In the event that any Operating Tenant is a party to and holder of rights under any Operating Agreement, Sellers agree to cause such Operating Tenant to assign and transfer such rights to Buyer or its operating lessee at Closing, pursuant to an assignment and assumption agreement in the same form as the Assignment and Assumption of Operating Agreements.

  • At Closing, each Seller shall assign and transfer to Buyer or its operating lessee all of such Seller’s right, title and interest in and to, and Buyer or its operating lessee shall assume all of such Seller’s obligations and liabilities first arising from and after Closing under, the Operating Agreements pursuant to the Assignment and Assumption of Operating Agreements.

  • In the event that any Operating Tenant is a party to and holder of rights under any Operating Agreement, Sellers agree to cause such Operating Tenant to assign and transfer such rights to Buyer at Closing, pursuant to an assignment and assumption agreement in the same form as the Assignment and Assumption of Operating Agreements, or if such Operating Agreement is listed on Exhibit “N” attached hereto and can be terminated pursuant to its terms, to terminate the same as herein required.

  • A counterpart of the Assignment and Assumption of Operating Agreements, with respect to each Property, duly executed and acknowledged by or on behalf of the applicable Seller in the form required by Section 3.

  • Two counterpart originals of the Assignment and Assumption of Operating Agreements, executed, acknowledged and sealed by Purchaser.

  • At Closing, each Seller shall assign and transfer to Buyer all of such Seller’s right, title and interest in and to, and Buyer shall assume all of such Seller’s obligations and liabilities first arising from and after Closing under, the Operating Agreements pursuant to the Assignment and Assumption of Operating Agreements.

  • At Closing, Sellers shall assign and transfer to Buyer all of Sellers’ right, title and interest in and to, and Buyer shall assume all of Sellers’ obligations and liabilities first arising from and after the Transfer Time under, the Operating Agreements pursuant to the Assignment and Assumption of Operating Agreements.

  • Two (2) counterparts of the Assignment and Assumption of Operating Agreements, executed, acknowledged and sealed by Purchaser; (d Purchaser’s Certificate.

  • In case of Force Majeure, the affected Party shall inform the other Party within seven (7) days after any occurrence of such a case.

  • At Closing, each Seller shall assign and transfer to Buyer or its operating lessee all of such Seller's right, title and interest in and to, and Buyer or its operating lessee shall assume all of such Seller's obligations and liabilities first arising from and after Closing under, the Operating Agreements pursuant to the Assignment and Assumption of Operating Agreements.

Related to Assignment and Assumption of Operating Agreements

  • 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 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 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.

  • 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 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.

  • 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.

  • 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).

  • Assignment and Conveyance Agreement As defined in Subsection 6.01.

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

  • 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).

  • 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.

  • 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.

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

  • 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:

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

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

  • 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.

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

  • prospective assignment means an assignment that is intended to be made in the future, upon the occurrence of a stated event, whether or not the occurrence of the event is certain;

  • Commitment Transfer Supplement means a document in the form of Exhibit 16.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

  • Assignment / job means the work to be performed by the Consultant pursuant to the Contract.

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