Assignment and Assumption at Closing Sample Clauses

Assignment and Assumption at Closing. At and upon the Closing (a) Assignee shall automatically be substituted as, and shall become a party to the Assigned Documents as, the Investor thereunder, and shall have all of the rights and obligations of the Investor thereunder with respect to the Assigned Interests and (b) Assignor shall relinquish all of its rights under the Assigned Documents with respect to the Assigned Interests (other than any surviving indemnification rights), and Assignee shall assume all of Assignor’s obligations under the Assigned Documents. The assignment and assumption of the Assigned Interests pursuant to this Assignment Agreement shall not create or enlarge any rights of any third parties.
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Assignment and Assumption at Closing. (i) Schedule 1.6(a) sets forth a list of all executory Contracts (including all leases with respect to Leased Real Property) to which, to Sellers’ Knowledge, one or more Sellers are party and which are to be included in the Assigned Contracts. From and after the Agreement Date until two (2) Business Days prior to Closing, Sellers shall make such deletions to Schedule 1.6(a) as Purchaser shall, in its sole discretion, request in writing. Any such deleted Contract shall be deemed to no longer be an Assigned Contract. All Contracts of Sellers that are not listed on Schedule 1.6(a) shall not be considered an Assigned Contract or Purchased Asset and shall be deemed “Rejected Contracts.”
Sample 1
Assignment and Assumption at Closing. (i) Schedule 1.6(a) sets forth a list of the executory Contracts (including all leases with respect to Leased Real Property) which Purchaser has indicated are intended to be Assigned Contracts, which list shall also include estimated Cure Costs (“Estimated Cure Costs”). Sellers represent and warrant that the aggregate cure costs for the Assigned Contracts listed on Schedule 1.6(a) as of the date of this Agreement shall not exceed $250,000 . From and after the date hereof until the later of: (i) three (3) Business Days prior to the Auction; or (ii) the entry by the Bankruptcy Court of an order authorizing the Cure Costs for each of the Assigned Contracts, the Sellers shall make such deletions to Schedule 1.6(a) as Purchaser shall, in its sole discretion, request in writing. Any such deleted Contract shall be deemed to no longer be an Assigned Contract. All Contracts of Sellers that are not listed on Schedule 1.6(a) shall not be considered an Assigned Contract or Purchased Asset and shall be deemed “Rejected Contracts.”
Sample 1
Assignment and Assumption at Closing. (i) No later than two (2) days after the Execution Date, Seller shall provide to Buyer a schedule setting forth (A) each Contract or Lease to which Seller is a party or by which Seller is bound and that is used in or related to the Business or any of the Acquired Assets, (B) all Cure Costs (if any) for each such Contract or Lease and (C) a general description of each such Contract or Lease (such schedule is referred to herein as the “Contract Schedule”);
Sample 1
Assignment and Assumption at Closing. (i) Schedule 1.6(a) sets forth a list of all executory Contracts to which, to the Seller’s Knowledge, Seller is a party and which are to be included in the Assigned Contracts, which list shall also include estimated Cure Costs (“Estimated Cure Costs”). From and after the date hereof until the later of: (i) three (3) Business Days prior to the Auction; or (ii) the entry by the Bankruptcy Court of an order authorizing the Cure Costs for each of the Assigned Contracts, the Seller shall make such deletions to Schedule 1.6(a) as Purchaser shall, in its sole discretion, request in writing. Any such deleted Contract shall be deemed to no longer be an Assigned Contract. All Contracts of Seller that are not listed on Schedule 1.6(a) shall not be considered an Assigned Contract or Purchased Asset and shall be deemed “Rejected Contracts.”
Sample 1
Assignment and Assumption at Closing. (i) Sellers have: (A) provided to Buyer a schedule setting forth (1) each material Contract, Lease or Real Property Lease to which any Seller is a party or by which any Seller is bound and that is used in or related to the Business or any of the Acquired Assets, (2) all Cure Costs (if any) for each such material Contract, Lease or Real Property Lease and (3) a general description of each such material Contract, Lease or Real Property Lease (such schedule is referred to herein as the “Contracts Schedule”); and (B) sent a notice to each counter-party for a Contract, Lease or Real Property Lease on the Contracts Schedule setting forth the proposed Cure Costs (if any) for such Contracts, Leases and Real Property Lease (the “Cure Notice”). In the Cure Notice, Sellers (A) set forth the procedures for the assumption and assignment of Contracts, Leases or Real Property Leases, and
Sample 1
Assignment and Assumption at Closing. (i) No later than five (5) Business Days after the date of execution of this Agreement by Purchaser, Sellers shall provide to Purchaser a schedule setting forth (A) each Contract and Store Lease to which any Seller is a party or by which any Seller is bound and that is used in or related to any Leased Store or any of the Acquired Assets, (B) all Cure Costs (if any) for each such Contract or Store Lease and (C) a general description of each such Contract or Store Lease (such schedule is referred to herein and set forth as Schedule 2.9(a)(i), the “Contract Schedule”);
Sample 1
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Related to Assignment and Assumption at Closing

  • 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.

  • 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 of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Assignment and Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, 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.

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

  • 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.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

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