ASSIGNMENT AND ASSUMPTION OF OWNERSHIP INTERESTS Sample Clauses

ASSIGNMENT AND ASSUMPTION OF OWNERSHIP INTERESTS. This Assignment and Assumption of Ownership Interests (“Assignment”) is made and entered into effective as of , 2018 (the “Effective Date”), by 315 East Xxxx Associates, Inc., a Delaware corporation (the “Assignor”), and Aspen OP, LP, a Delaware limited partnership (“Assignee”).
Sample 1
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ASSIGNMENT AND ASSUMPTION OF OWNERSHIP INTERESTS. BY THIS INSTRUMENT, [CONTRIBUTOR], a [state of formation][type of entity] (“Assignor”), for value received and in compliance and in accordance with the terms and provisions of, and pursuant to Assignor’s obligations under the terms of that certain Contribution Agreement dated as of April 14, 2014 (the “Agreement”), by and among [CIO OP Limited Partnership, a Delaware limited partnership], [CIO REIT Stock Limited Partnership, a Delaware limited partnership], [Second City Capital Partners II, Limited Partnership, a Delaware limited partnership][Second City General Partner II, L.P., a Delaware limited partnership], City Office REIT Operating Partnership, L.P., a Maryland limited partnership, City Office REIT, Inc., a Maryland corporation and Assignor, hereby sells, assigns, transfers, conveys and delivers to [City Office REIT Operating Partnership, L.P.][City Office REIT, Inc.] (“Assignee”) all Ownership Interests owned by Assignor (hereinafter, this “Assignment”). Assignee hereby assumes all the rights and liabilities associated with such Ownership Interests from and after the date of this Assignment. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
Sample 1
ASSIGNMENT AND ASSUMPTION OF OWNERSHIP INTERESTS. BY THIS INSTRUMENT, [CONTRIBUTOR], a [state of formation][type of entity] (“Assignor”), for value received and in compliance and in accordance with the terms and provisions of, and pursuant to Assignor’s obligations under the terms of that certain Contribution Agreement dated as of April 14, 2014 (the “Agreement”), by and among [GCC Amberglen Investments Limited Partnership, an Oregon limited partnership], [Xxxxxx Xxxxxxxx, an individual], [Gibralt US, Inc., a Colorado corporation] City Office REIT Operating Partnership, L.P., a Maryland limited partnership and Assignor, hereby sells, assigns, transfers, conveys and delivers to City Office REIT Operating Partnership, L.P. (“Assignee”) all Ownership Interests owned by Assignor (hereinafter, this “Assignment”). Assignee hereby assumes all the rights and liabilities associated with such Ownership Interests from and after the date of this Assignment. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
Sample 1

Related to ASSIGNMENT AND ASSUMPTION OF OWNERSHIP INTERESTS

  • 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 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 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.

  • 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.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • 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.

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