Bxxx of Sale and Assumption Agreement definition

Bxxx of Sale and Assumption Agreement has the meaning set forth in Section 2.9(a).
Sample 1Sample 2
Bxxx of Sale and Assumption Agreement means the Bxxx of Sale and Assumption Agreement in the form of Exhibit A hereto.
Sample 1Sample 2
Bxxx of Sale and Assumption Agreement means a bxxx of sale and assignment and assumption, in substantially the form attached hereto as Exhibit A, to be entered into by Purchaser and Seller with respect to each Product as of the Closing Date, and each subsequent Closing Date, relating to the exercise of each Option, as applicable.
Sample 1

Examples of Bxxx of Sale and Assumption Agreement in a sentence

  • Seller and Buyer or a Buyer Designee desire to each enter into an Assignment and Bxxx of Sale and Assumption Agreement and such other ancillary transaction documents as are deemed necessary by the parties (each as hereinafter defined, and collectively, the “Collateral Agreements”).

  • On the Closing Date, Buyer or one or more Buyer Designee shall execute and deliver to Seller each Assignment and Bxxx of Sale and Assumption Agreement 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.

  • Seller and Buyer or a Buyer Designee desire to enter into an Assignment and Bxxx of Sale and Assumption Agreement and such other ancillary transaction documents as are deemed necessary by the parties (each as hereinafter defined, and collectively, the “Collateral Agreements”).

  • This Assignment, Bxxx of Sale and Assumption Agreement may be executed in separate counterparts, both of which will together constitute one and the same instrument.

  • This Assignment, Bxxx of Sale and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • As of the Effective Date, MarkWest shall transfer possession and control of the Maytown Plant to Equitable Gathering, LLC (“EG”), subject to and in accordance with the terms and conditions of that certain New Contract captioned as the Assignment and Bxxx of Sale and Assumption Agreement.

  • The Bxxx of Sale and Assumption Agreement and the endorsements, assignments and other instruments to be executed and delivered by the Seller to Purchasers at the Closing will effectively transfer to Purchasers good, valid and marketable title to, and ownership of, the Purchased Assets free and clear of all Liens and IP Encumbrances.

  • Seller shall have executed and delivered to Buyer a Bxxx of Sale and Assumption Agreement, substantially in the form of Exhibit D hereto.

  • If any party hereto initiates any legal action arising out of or in connection with this Agreement or the Bxxx of Sale and Assumption Agreement, the prevailing party shall be entitled to recover from the other party all reasonable attorneys’ fees, expert witness fees and expenses incurred by the prevailing party in connection therewith.

  • This Bxxx of Sale and Assumption Agreement is made pursuant to, and subject to the terms of, the Purchase Agreement.


More Definitions of Bxxx of Sale and Assumption Agreement

Bxxx of Sale and Assumption Agreement means the Bxxx of Sale and Assumption Agreement, executed and dated as of the Closing Date, by and between Seller and Buyer.
Sample 1

Related to Bxxx of Sale and Assumption Agreement

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

  • 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 Lender, an Eligible Assignee 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.

  • 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.

  • 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-2 or any other form approved by the Administrative Agent and the Borrower.

  • 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.

  • 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).

  • Assignment and Acceptance means an assignment and acceptance 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.

  • 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).

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

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

  • Assignment and Conveyance Agreement As defined in Subsection 6.01.

  • 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.

  • 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.

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

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

  • Purchase Agreement Assignment means that certain Purchase Agreement Assignment [NW 1997 I], dated as of February 3, 1998, between Lessee and Lessor, as the same may be amended, supplemented or modified from time to time, with a form of Consent and Agreement to be executed by the Manufacturer attached thereto.

  • Patent Assignment Agreement means the patent assignment agreement substantially in the form of Exhibit A.

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

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

  • 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 extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents and contractors shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per covered repair benefit limit set out above; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, including those caused by any fault, failure, delay or defect in providing services under this Service Agreement, 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. Arbitration: YOU, NAW AND HOMESERVE ALL AGREE TO RESOLVE DISPUTES ONLY BY FINAL AND BINDING ARBITRATION OR IN SMALL CLAIMS COURT as follows:

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