Assignment and Assumption of Management Agreements Sample Clauses

Assignment and Assumption of Management Agreements. An assignment and assumption of the Assumed Management Agreements and the Owner Agreements relating thereto in the form attached hereto as EXHIBIT "C" and by this reference incorporated herein, pursuant to which each Seller and Operating Tenant shall assign and transfer to Buyer or its operating lessee all of such Seller's and Operating Tenant's right, title and interest in and to, and Buyer or its operating lessee shall assume all of such Operating Tenant's obligations and liabilities under, the Assumed Management Agreements and Owner Agreements relating thereto first accruing from and after Closing.
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Assignment and Assumption of Management Agreements. 1. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Overseas Management, Inc. (“Assignor”) hereby irrevocably assigns, transfers and sets over to Simon Management Associates, LLC, a Delaware limited liability Company (“Assignee”) all of Assignor’s right, title and interest in and to:
Assignment and Assumption of Management Agreements. Seller and Purchaser each shall deliver an executed assignment and assumption of the Management Agreements substantially in the form attached hereto as EXHIBIT V (the "MANAGEMENT AGREEMENT ASSIGNMENT"), pursuant to which Seller shall assign to Purchaser all of Seller's right, title and interest in and to the Management Agreements and Purchaser shall assume from Seller all of Seller's obligations and liabilities arising from and after the Apportionment Date with respect to the Management Agreements. Seller shall obtain and deliver Manager's signature to the Management Agreement Assignment.
Assignment and Assumption of Management Agreements. An assignment and assumption of the Management Agreements in the form attached hereto as Exhibit “C” and by this reference incorporated herein, pursuant to which each Seller shall assign and transfer to Buyer all right, title and interest in and to, and Buyer shall assume all of such Seller’s obligations and liabilities under, the Management Agreements first accruing from and after Closing.
Assignment and Assumption of Management Agreements. Assignment of Management Agreements, duly executed by the applicable Sellers and consented to by the Xxxxxxxx Operators and by the owners of the Managed Facilities, with respect to such Seller’s right, title and interest in and to the applicable Managed Facility substantially in the form of Exhibit “L” attached hereto.

Related to Assignment and Assumption of Management Agreements

  • 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 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 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.

  • 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.

  • 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 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.

  • Transfer, Amendment and Assignment No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").

  • 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.

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