Transferred Rights and Obligations definition
Examples of Transferred Rights and Obligations in a sentence
It is the intent of LLANY and Reinsurer to effect a novation of both the Coinsurance Agreement and the Modco Agreement with respect to the Transferred Rights and Obligations but not the Retained Indemnification Obligations.
Company, Reinsurer, and LLANY agree that such assignment and assumption shall have the force and effect of creating a direct agreement between Company and LLANY with respect to the Transferred Rights and Obligations and that Reinsurer will remain directly liable to Company for the Retained Indemnification Obligations.
From and after the Assignment Effective Date, Assignee, for itself and its successors and assigns, hereby accepts the foregoing assignment, assumes such Transferred Rights and Obligations, and expressly agrees for the benefit of Assignor and City to perform all of Assignor’s obligations as “Developer” under the DA with respect to the Transferred Rights and Obligations relating to the period from and after the Effective Date.
From and after the Assignment Effective Date, Assignor hereby transfers, assigns and conveys to Assignee, without representation or warranty, [all of Assignor’s right, title and interest in and to, and all obligations, duties, responsibilities, conditions and restrictions under, the DA (the “Transferred Rights and Obligations”)] [the Transferred Rights and Obligations, as defined in Section 3 below].
As of the Effective Date, LLANY hereby assumes and agrees to pay, perform and discharge in full all of the Transferred Rights and Obligations of Reinsurer under the Covered Agreements and releases Reinsurer from any and all such liabilities and obligations thereunder so as to result in the substitution of LLANY for Reinsurer in Reinsurer’s name, place and stead except with respect to the Retained Indemnification Obligations.
The Transferring Lender and the Transferee acknowledge and confirm that they shall make directly between themselves such payments and adjustments agreed amongst themselves with respect to accrued interest, costs and other amounts attributable to the Transferred Commitment, Transferred Advances and Transferred Rights and Obligations prior to the Transfer Date.
The parties intend that, upon the Assignment Effective Date, Transferee shall become substituted for Landowner under the Development Agreement with respect to the Transferred Property for all Transferred Rights and Obligations.
Transferor and Transferee each agree to execute and deliver such further instruments, agreements and assurances as may be reasonably requested by the others to evidence and provide for the transfer by Transferor and the assumption by Transferee of the Transferred Rights and Obligations.
Furthermore, the parties acknowledge, that subject to obtaining the Authorizations from Clients if any, they hereby assume the obligations with respect to the Transferred Rights and Obligations, including without limitation with respect to the Custody Agreements, and the Labor Liability on the date of execution of this Agreement.
Transferee hereby accepts the foregoing transfer and assumes all of the Transferred Rights and Obligations from and after the Effective Date.