Agreement to Assign and Assume Sample Clauses

Agreement to Assign and Assume. Subject to the terms and conditions of this Agreement, simultaneous with the execution and delivery of this Agreement, Company shall sell, assign, transfer, convey, and deliver to Hripcenco , and Hripcenco shall accept the Assets & Liabilities and any and all rights or obligations in the Assets & Liabilities to which Company is entitled or obligated, and by doing so Company shall be deemed to have assigned all of its rights, titles, obligations, and interest in and to the Assets & Liabilities to Hripcenco.
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Agreement to Assign and Assume. (a) Subject to the satisfaction or written waiver, if applicable, of the conditions set forth in this Agreement, SB RS hereby agrees to irrevocably assign all of its rights and obligations under the Purchase Agreement (and any related agreement to which SB RS is a party as of the date hereof (or hereafter may become a party with the consent of Centennial) other than the Guaranty (the “Transaction Agreements”)) to Centennial, and Centennial agrees to irrevocably assume all of SB RS’s rights and obligations under the Purchase Agreement (and any such Transaction Agreements), including to perform, satisfy and timely discharge all of the obligations, duties and covenants of SB RS under the Purchase Agreement (and any such Transaction Agreements), in each case, that are required to be performed, satisfied or discharged after the Assignment Date (as hereinafter defined), in accordance with the terms thereof.
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Agreement to Assign and Assume. Subject to the terms and conditions of this Agreement, simultaneous with the execution and delivery of this Agreement, Company shall assign, transfer, convey, and deliver to the Assignee, and the Assignee shall accept the full and unrestricted title to the Certifications and any and all rights related thereto, and by doing so Company shall be deemed to have assigned all of its rights, titles, and interest in and to the Certifications to the Assignee. Upon execution of this Agreement, Company shall also deliver to the Assignee any written instruments, agreements, contracts, or other evidence relating to the validity of the Certifications.
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Agreement to Assign and Assume. Subject to the terms and conditions of this Agreement and the STOCK PURCHASE AGREEMENT made as of August 28, 2022 by and among, Xxxx Xxxxxx (“Purchaser”), Gold River Productions, Inc., a Colorado corporation (the “Company”), and Xxxxxxx Xxxxxxxx, simultaneous with the execution and delivery of this Agreement, Company shall sell, assign, transfer, convey, and deliver to the Executive , and the Executive shall accept the Assets & Liabilities and any and all rights or obligations in the Assets & Liabilities to which Company is entitled or obligated, and by doing so Company shall be deemed to have assigned all of its rights, titles, obligations, and interest in and to the Assets & Liabilities to the Executive.
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Agreement to Assign and Assume. Subject to the terms and provisions hereof, Assignor assigns to Assignee all of the right, title and interest of Assignor in and to the Purchase Agreement, including all deposits and payments already made under the Purchase Agreement, with the power to enforce, in the Assignee's own name, any and all rights given to Assignor as purchaser thereunder or which may be deemed necessary to enforce the terms thereof, and Assignee assumes and agrees to perform the Purchase Agreement.
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Related to Agreement to Assign and Assume

  • TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreement and the Real Estate Assignment Documents to which it is party.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Transfer and Assumption (a) Subject to obtaining Lender's prior written consent, which may be withheld in Lender's reasonable and absolute discretion, and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.3, Borrowers shall have a one-time right to Transfer the Property to one or more parties (the "TRANSFEREE BORROWER") and have the Transferee Borrower assume all of Borrowers' obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "TRANSFER AND ASSUMPTION"). Borrowers may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.3. Together with such written application, Borrowers will pay to Lender the reasonable review fee then required by Lender. Borrowers also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys' fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.

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