Lease Assignment and Assumption definition

Lease Assignment and Assumption has the meaning set forth in §2.7.

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Lease Assignment and Assumption means each Assignment and Assumption Agreement executed in accordance with the Contribution Agreement.

Lease Assignment and Assumption shall have the meaning given in Section 2.5. “Leased Real Property” shall have the meaning given in Section 2.1.7. “Loss” shall mean any and all losses, claims, damages, liabilities, obligations, settlements, awards, demands, offsets, costs, expenses, attorneys’ fees, interest, penalties, and any similar items. “Material Adverse Effect” shall mean a material adverse effect on the business, operations, assets, or condition (financial or otherwise) of the IntelliSense Business, except any such effect resulting from (A) any material adverse effect on the Seller’s bookings, revenues, gross margins or earnings, or any delay in or reduction or cancellation of orders or purchases by the Seller’s customers as a direct result of the identity of Buyer or Parent as the ultimate purchaser of the Seller; (B) changes in general economic conditions (provided that such changes do not affect Seller in a disproportionate adverse manner as compared to Seller’s competitors); (C) changes affecting the industry generally in which Seller operates (provided that such changes do not affect Seller in a disproportionate adverse manner as compared to Seller’s competitors); or (D) the taking by Seller of actions pursuant to this Agreement. “Order” shall mean any award, decision, injunction, restraining order, judgment, decree, writ, order, regulation, rule, subpoena or verdict entered, issued, made or rendered by any court, administrative agency or other Governmental Body or by any arbitrator. “Permit” shall mean any federal, state, local or other governmental or quasi-governmental consent, license, permit, grant, authorization or approval, domestic or foreign, which is used in or necessary for the ownership, operation or conduct of the IntelliSense Business. “Person” shall mean any individual, partnership, joint venture, association, corporation, trust, limited liability company, unincorporated organization, Governmental Body or other entity. “Personal Property” shall have the meaning given in Section 4.9. “Proceeding” shall mean any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving any Governmental Body or arbitrator. “Purchase Price” shall have the meaning given in Section 3.1. “Required Employees” shall mean the Shareholders. “Restricted Activities” shall have the meaning given in Section 10.1. Asset Purchase Agreemen...

Examples of Lease Assignment and Assumption in a sentence

Purchaser acknowledges Seller’s disclosure that this Agreement is subject to the rights of Wachovia Bank, National Association (“Wachovia”) under the Lease dated September 22, 2004 between First States Investors 3300, LLC and Wachovia as assigned to Seller pursuant to that certain Lease Assignment and Assumption Agreement dated March 25, 2008 (the “Wachovia Lease”).
Each Lease Assignment and Assumption shall include a full release of the applicable Seller and any individual guarantors from and after the Closing Date.
The term “Related Documents” shall mean any document or instrument executed and/or delivered by Seller in connection with or pursuant to the Closing of the transaction contemplated by this Agreement including, without limitation, the Deed (hereinafter defined), ▇▇▇▇ of sale, Lease Assignment and Assumption Agreement (hereinafter defined), Loan Assumption Documents (hereinafter defined), assignment and assumption of contracts, and the FIRPTA Certificate (hereinafter defined).
The Parties shall negotiate in good faith, prior to the Closing, the terms of the General Assignments and Bills of Sales, the Lease Assignment and Assumption Agreements and each other document, agreement or instrument executed and delivered in connection herewith or therewith, and in each case such terms shall be in a form (a) customary for transactions of the type contemplated by this Agreement and (b) reasonably satisfactory to the Company and Purchaser, in their respective discretion.
Notwithstanding any other provision of this Agreement, Buyer's assumption of any liabilities or obligations of Seller with respect to any lease or leasehold interest (the "Assumed Leases") shall be subject to the terms of the Lease Assignment and Assumption Agreements to be delivered pursuant to Sections 2.2(i) and 2.3(e) of the Agreement.

More Definitions of Lease Assignment and Assumption

Lease Assignment and Assumption. Section 6.2 "Lease Cure Costs" Section 5.5.3(b) "Lessor's Consent" Section 5.5 "Lessor Fees" Section 5.5.3(c) "Non-Assumed Liabilities" Section 2.4 "Purchase Price" Section 2.1(a) "radius clause" Section 5.5.1 "Seller" Head Paragraph "Shared Costs" Section 5.5.3(c) "Stores" Second "WHEREAS" Clause "Store Lease" Section 3.5 "Store Premises" Section 3.5 "Transferred Assets" Section 1.1 "Transferred Lease" Section 1.2

Lease Assignment and Assumption means the lease assignment and assumption substantially in the form of Exhibit G or as otherwise required by the applicable Real Property Lease.

Lease Assignment and Assumption means the lease assignment and assumption substantially in the form of Exhibit F or on a

Lease Assignment and Assumption means the lease assignment and assumption substantially in the form of Exhibit F or on a form mutually acceptable to Buyer and Seller for the Restaurants set forth on Schedule 4.1(b).

Lease Assignment and Assumption as defined in Section 2.7(a)(iv). "Leased Real Property"—collectively, (i) the real property leased to Seller under and pursuant to the Assigned Leases, and Appurtenances thereto, and (ii) the real property to be leased to Buyer under and pursuant to the New Leases and New Lease Memoranda, and Appurtenances thereto. "Legal Requirement"—any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute, treaty, judgment, order or decree.

Lease Assignment and Assumption has the meaning set forth in Section 9.1(g)(i).

Lease Assignment and Assumption means the lease assignment and assumption substantially in the form of Exhibit G or as otherwise required by the