Assignment, Assumption and Consent. The Contributors will use reasonable efforts to obtain the consent of any third party to any Contract which is required for the assignment of such Contract to Newco. The Contributors will convey, assign, transfer and deliver to Newco, and Newco will acquire, accept and assume each such Contract, after obtaining any required consent, at or after the Closing Date. If any such consent cannot be obtained, the Contributors will use commercially reasonable efforts to (a) provide Newco with the benefits of such Contracts, (b) cooperate in any reasonable and lawful arrangement designed to provide the benefits of such Contracts to Newco, and (c) enforce, at the request and for the account of Newco, any rights of the Contributors or their Subsidiaries against the other party or parties thereto arising under such Contracts. The Contributors' only liability for any Contract that is not assigned to Newco will be limited to the Contributors' obligations pursuant to this Section 4.8. Without limiting the foregoing, with respect to any third party consent for which any required consent is not obtained prior to the Closing, each Party will use its reasonable best efforts to obtain any such consent or approval after the Closing Date until such consent or approval has been obtained, except that no such party will be required to make any material expenditure in connection with its obligations under this Section 4.8.
Assignment, Assumption and Consent. Alimera hereby assigns to B&L all of Alimera’s rights in, to and under the Supply Agreement and B&L hereby agrees to and does assume all of Alimera’s duties and obligations under the Supply Agreement arising after the Effective Date; provided, that B&L shall also assume all duties and obligations with respect to the accounts payable and other expenses set forth on Exhibit B. [*] hereby agrees, consents to and accepts the foregoing assignment and assumption.
Assignment, Assumption and Consent. This Assignment, Assumption and Consent is made on this 30th day of December, 1997, by and between NRG Energy, Inc., a Delaware corporation (the Assignor), NRG Generating (U.S.) Inc., a Delaware corporation ("NRGG"), NRGG Funding Inc., a Delaware corporation and wholly-owned subsidiary of NRGG (the "Assignee") and Equistar Chemicals LP, a Delaware limited partnership, as successor in interest to Millennium Petrochemicals Inc. ("Millennium Petrochemicals").
Assignment, Assumption and Consent. As of the Transaction Effective Date, Assignor hereby assigns and transfers unto Assignee all of Assignor’s rights, title and interest as Tenant in and to the Lease. Assignee hereby accepts this Assignment and agrees to assume and be bound by and to perform all of the duties and obligations as Tenant under the Lease, and shall be liable to Landlord for the performance thereof. After the Transaction Effective Date, all references in the Lease to Tenant shall mean the Assignee. Assignor shall not be released from any obligations or duties under the Lease and shall remain fully liable thereon notwithstanding this Assignment. As part of the assignment, Assignor will assign its current Security Deposit with a balance of $22,726.73 to Assignee and any future refund of the Security Deposit, if any, shall be made exclusively to Assignee. The Landlord hereby consents to the assignment and assumption of this Lease. Assignor and Assignee agree and acknowledge that the Demised Premises shall be used for the use as defined in the Lease, and for no other purpose whatsoever without the written consent of Landlord.
Assignment, Assumption and Consent. The Contributors will use reasonable efforts to obtain the consent of any third-party to any Contract, which consent is required for the assignment of any such Contract. For no consideration, the Contributors will, convey, assign, transfer and deliver to Newco, and Newco will acquire, accept and assume such Contract, after obtaining such required consent, if obtained, and at or after the Closing Date. If such consent cannot be obtained, Contributors shall use commercially reasonable efforts to provide Newco the benefits of such Contracts at Newco's expense. Contributors' only liability for any Contract that is not assigned to Newco or JMS shall be limited to Contributors' obligations pursuant to this Section 4.08.
Assignment, Assumption and Consent. Effective as of _________, 2016 (“Assignment Date”), Assignor acknowledges and agrees that it has assigned, transferred and delegated to Assignee the Assigned Rights and Obligations. Assignee acknowledges and agrees that it has assumed and agrees to pay, perform and discharge all of the Assigned Rights and Obligations as of the Assignment Date. Landlord acknowledges and agrees that, pursuant to Article XIII(f) of the Lease, Landlord’s consent was not required for the foregoing assignment between Assignor and Assignee. Notwithstanding the foregoing, for avoidance of doubt, Landlord hereby consents to such assignment of the Assigned Rights and Obligations to Assignee.
Assignment, Assumption and Consent. (a) Sellers will use commercially reasonable efforts to obtain the consent of any third-party to any purchase order, contract, agreement or other obligation exclusively related to the Business, which consent is required for the assignment of any such purchase order, contract, agreement or other obligation from Sellers to Buyer. For no additional consideration, Sellers will sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase, acquire, accept and assume such purchase orders, contracts, agreements and other obligations (i) with respect to the Manufacture or Contract Manufacture of Products pursuant to the Transitional Supply Agreement, after obtaining such required consent, if obtained, and after the termination or expiration of the Transitional Supply Agreement and (ii) with respect to all other such purchase orders, contracts, agreements and other obligations, after obtaining such required consent, if obtained, and at or after Closing.
Assignment, Assumption and Consent. Assignor hereby sells, assigns, conveys, transfers and delivers to Assignee, and Assignee hereby purchases, assumes, acquires, and accepts from Assignor, all of Assignor’s rights and obligations under the TLA, in each case arising on or after the Assignment Date. For avoidance of doubt, Assignor will be solely responsible for its acts or omissions under the TLA prior to the Assignment Date, and Assignee will be solely responsible for its acts or omissions under the TLA on or after the Assignment Date. Licensor hereby consents to the assignment and assumption as described in this paragraph above.
Assignment, Assumption and Consent. Effective as of the date hereof and with the consent of Landlord which is hereby granted: (i) Assignor hereby assigns to Assignee all of Assignor’s rights, covenants, obligations and liabilities in and to the Lease including, without limitation, all of Assignor’s rights to occupy the Premises, and to exercise any and all other lights of Assignor as Tenant under the Lease; and (ii) Assignee hereby unconditionally assumes all of Assignor’s rights, covenants, obligations and liabilities under the Lease, and agrees to pay when due all rents and other charges under the Lease and to perform and observe all of the other terms and conditions on Tenant’s part to be performed and observed under the Lease. As of the date hereof, all references to Tenant in the Lease shall refer to Assignee. Assignee confirms that it has reviewed the Lease with any legal counsel of Assignee’s choosing and Assignee agrees that Landlord shall have the right of direct action against Assignee pursuant to the same remedies as are available against Tenant.
Assignment, Assumption and Consent. Seller will use reasonable efforts to obtain the consent of any third-party to any purchase order, contract, agreement or other obligation listed in Schedule 1.17, which consent is required for the assignment of any such purchase order, contract, agreement or other obligation from Seller to Buyer. For no additional consideration, Seller will sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase, acquire, accept and assume such purchase orders, contracts, agreements and other obligations with respect to the manufacture or contract manufacture of products pursuant to the Contract Manufacturing Services Agreements, after obtaining such required consent, if obtained, and after the termination or expiration of the Contract Manufacturing Services Agreements. If consent to assignment is not received on any Contract where required, Buyer shall have no duty to perform under any such Contract. Buyer shall have no duty to perform any third party contracts where a Board of Health Registration or other permit is required and such third party contractor does not have the required permit(s).
