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.
Sample 1Sample 2Sample 3
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);
Sample 1Sample 2
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.
Sample 1Sample 2

Examples of Assignment and Assumption of Operating Agreements in a sentence

  • 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 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.

Related to Assignment and Assumption of Operating Agreements

  • Assignment and Assumption Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit G attached hereto.

  • 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 means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative 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).

  • 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.

  • Assignment Agreement has the meaning set forth in Section 12.1(b).