Assignment and Assumption of Development Agreement Sample Clauses

Assignment and Assumption of Development Agreement. Seller hereby assigns, conveys, sets over and delivers to Buyer all of Seller’s right, title, obligation and interest in and to the Assumed Obligations. Buyer hereby accepts and assumes from Seller the Assumed Obligations from and after the date of this Agreement. Buyer acknowledges that the intent of this Agreement is to make Buyer fully responsible for the Assumed Obligations and to release Seller therefrom from and after the date of this Agreement. Buyer shall comply with all specific obligations applicable to the Assumed Obligations as set forth in the Development Agreement from and after the date of this Agreement. Buyer agrees to indemnify, defend, and hold Seller harmless from and against any and all losses, debts, claims, liabilities, responsibilities, costs and expenses (including reasonable attorneys’ fees) accruing on and after the date of this Agreement in connection with any obligation or liability related to the Assumed Obligations or arising from or related to Buyer’s failure to perform any of the Assumed Obligations in accordance with the Development Agreement on or after the date of this Agreement. Seller agrees to indemnify, defend, and hold Buyer harmless from and against any and all losses, debts, claims, liabilities, responsibilities, costs and expenses (including reasonable attorneys’ fees) accruing prior to the date of this Agreement in connection with any obligation or liability related to the obligations of Seller under the Development Agreement, including, without limitation, the Assumed Obligations, or arising from or related to Seller’s failure to perform such obligations in accordance with the Development Agreement prior to the date of this Agreement.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Assignment and Assumption of Development Agreement. THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (“Assignment”) is made as of , 2015, by and among DRAPER HOLDINGS, LLC, a Utah limited liability company (“Assignor”), BG VISTA STATION, L.C., a Utah limited liability company (“Assignee”), REDEVELOPMENT AGENCY OF DRAPER CITY, a public entity (“Agency”), DRAPER CITY, a Utah municipal corporation (“City”), and UTAH TRANSIT AUTHORITY, a public transit district organized and existing pursuant to Utah Law (“UTA”), who agree as follows:
Sample 1Sample 2
Assignment and Assumption of Development Agreement. Effective as of the Closing, (i) Phairson hereby sells, assigns, conveys and transfers to LMS all of Phairson's right, title and interest in, to and arising under or relating to the Development Agreement and all intellectual property and other rights of Phairson obtained or arising thereunder, but excluding the Patent Rights (which shall be transferred to LMS pursuant to separate instrument(s)) and (ii) LMS hereby assumes and shall be solely responsible for all of the obligations and liabilities of Phairson arising under the Development Agreement from and after such date.
Sample 1Sample 2
Assignment and Assumption of Development Agreement. Approved as to form and consent for Seller and Buyer to enter into this Agreement in accordance with the Development Agreement. The undersigned hereby consents to the foregoing Agreement and agrees to be bound by the provisions thereof: CITY OF ARDEN HILLS, MINNESOTA By: Its: Mayor Date: , 2021 By: Its: City Administrator Date: , 2021 STATE OF MINNESOTA COUNTY OF XXXXXX } This instrument was acknowledged before me on , 2021 by and , the Mayor and City Administrator, respectively, of the City of Arden Hills, Minnesota, a municipal corporation under the laws of Minnesota, on behalf of such municipal corporation. (Seal) Notary Public EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT ASSUMED OBLIGATIONS Excepted as otherwise stated below the following obligations are assigned and assumed by Buyer under the Development Agreement with respect to Xxx 0, Xxxxx 0, Xxxxx Xxxxx Addition, Xxxxxx County, Minnesota (the “Property”). All section references refer to the applicable sections of the Development Agreement: Obligations to be assigned to and assumed by Buyer under the Development Agreement with respect to the Property. All section references refer to the applicable sections of the Amended and Restated Master Planned Unit Development Agreement and Phase I Development Contract by and among Seller, the City of Arden Hills, Minnesota (the “City”) and XXXXXX X. XXXXX, as Trustee of the Xxxxxx X. Xxxxx 2011 Trust dated November 15, 2011, an undivided 25% interest; and XXXXX
Sample 1
Assignment and Assumption of Development Agreement. Assignor does hereby assign to Assignees all of Assignor's right, title and 72727813v1 interest in and to the Development Agreement. Assignees hereby accept the assignment of the Assignor's interest in the Development Agreement, and hereby assumes all of the obligations and liabilities of the Developer thereunder accruing from and after the Effective Date, and agrees, for the benefit of Assignor and the City, to perform, observe, keep and comply with all the terms, covenants, conditions, provisions and agreements contained therein on the part of Assignor to be performed, observed, kept and complied with from and after the Effective Date.
Sample 1
Assignment and Assumption of Development Agreement. Seller and Purchaser each shall execute and deliver an assignment and assumption of the Development Agreement substantially in the form attached hereto as EXHIBIT S, pursuant to which Seller shall assign to Purchaser all of Seller's right, title and interest in and to the Development Agreement and Purchaser shall assume from Seller all of Seller's obligations and liabilities arising from and after the Apportionment Date with respect to the Development Agreement. Seller shall further deliver to Purchaser a consent to the foregoing assignment of the Development Agreement executed by Marriott Design, to the extent required thereunder.
Sample 1

Related to Assignment and Assumption of Development Agreement

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

  • 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 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.

  • 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.

  • Amendment and Assignment This Agreement may be amended only in writing and signed by both parties. This Agreement may not be assigned to another party.

  • 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.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.