Assignment & Assumption Agreement Sample Clauses

Assignment & Assumption Agreement. Any assignee under subsections A or B.1 above shall, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of the City, assume all of the obligations of the Developer being assigned. The Developer shall be relieved from any obligations that are assigned according to the terms of this Agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Assignment & Assumption Agreement. Any assignee under subsections (A) or (B) above shall, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of the City, assume all of the obligations of the Developer being assigned. The Developer shall be relieved from any assigned obligations upon a determination by the Governing Body of the City that, in the case of an assignment under subsection (A), the assignee has the qualifications and financial responsibility adequate to fulfill the obligations of the Developer being assigned and, in the case of both subsections (A) and (B), the proposed assignee has provided the City with the written assignment and assumption agreement mentioned above.
Sample 1
Assignment & Assumption Agreement. The Buyer and Seller shall enter into, at Closing, a Xxxx of Sale and Assignment Agreement in the form attached hereto as Exhibit B.
Sample 1
Assignment & Assumption Agreement. Buyer shall execute and deliver to Seller the Assignment and Assumption Agreement.
Sample 1
Assignment & Assumption Agreement. An Assignment and Assumption Agreement, in substantially the form attached hereto as EXHIBIT 9.1(c) (the "Assignment and Assumption Agreement") assigning and transferring to TradePoint all of ASA's right, title and interest in and to the Assumed Liabilities listed on Schedules 2(a) through 2(d) attached hereto shall have been executed and delivered by TradePoint.
Sample 1
Assignment & Assumption Agreement. Each Equityholder shall have delivered to the Purchaser, in accordance with Section 2.3(b)(iv), the Assignment and Assumption Agreement.
Sample 1
Assignment & Assumption Agreement. The Developer agrees that any assignment of all or any portion of the Property shall be accompanied by a corresponding written instrument providing for the assignment to, and the assumption of, the Developer’s rights and obligations under this Agreement with respect to such Property assigned. Any assignee under subsections (a) or (b) above shall, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of the City, assume all of the obligations of the Developer being assigned. Any such written instrument described herein shall be referred to as an “Assignment & Assumption Agreement.” At the election of the Developer, the Assignment and Assumption Agreement may provide for the assignment of the right to receive CID Revenues generated from such assigned Property for reimbursement of CID Reimbursable Costs as provided in Article Five herein. If the assignee is comprised of multiple entities as tenants in common, then such Assignment & Assumption Agreement must contain (i) a provision that each entity to which such rights and obligations are assigned shall be jointly and severally liable for the obligations and liabilities of the Developer in this Agreement; (ii) the designation of one person or entity responsible for communicating with the City regarding this Agreement and the provisions herein; and (iii) if applicable, the designation of one person or entity to which the City shall issue reimbursement payments of CID Reimbursable Costs (as defined herein). Notwithstanding the foregoing, nothing in this subsection is intended to modify or amend the provisions of Section 7.6 of this Agreement. Developer shall be relieved from all assigned rights, duties and obligations, including the right to receive CID Revenues, upon a determination by the Governing Body that, in the case of an assignment under subsection (a), the assignee is taking assignment of all of the Property and has the qualifications and financial responsibility adequate to fulfill the obligations of Developer being assigned and, in the case of both subsections (a) and (b), the proposed assignee has provided the City with the written Assignment & Assumption Agreement. Once Developer has been relieved of its obligations hereunder with respect to a portion of the Property, the failure of any assignee to make timely payment of taxes and special assessments levied against such assignee’s property or any other default of assignee under this Agreement, shall in no...
Sample 1
AutoNDA by SimpleDocs

Related to Assignment & Assumption 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 Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreements.

  • Amendment; Assignment This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. Except for the Management Stockholder’s right to assign his or her rights under Section 4(a) or the Company’s right to assign its rights under Section 4(b), no party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto.

  • Assumption Agreement Seller shall have received from Buyer an Assumption Agreement, in substance and form satisfactory to Seller, under which Buyer shall have assumed the Assumed Liabilities.

  • FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT 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 [the] [each]13 Assignor identified on the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] 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] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], 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 (a) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] 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] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (b) 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)] [the respective Assignors (in their respective capacities as Lenders)] 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, but not limited to, 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 (a) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor.

  • Assumption Agreements In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which copy shall be added to the related Custodial File and, for all purposes, shall be considered a part of such Custodial File to the same extent as all other documents and instruments constituting parts thereof.

  • Assignment Agreement The Assignment and Assumption Agreement, dated the Closing Date, between Residential Funding and the Company relating to the transfer and assignment of the Mortgage Loans.

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

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

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