Assignment, Assumption and Release. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Assignor hereby grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as "Purchaser," in, to and under the Sale Agreement and the Mortgage Loans. The Assignee hereby assumes all of the Assignor's right, title, interest and obligations with respect to the Mortgage Loans and the Sale Agreement from and after the date hereof. The Assignor is hereby relieved and released of all of its obligations under the Sale Agreement from and after the date hereof.
Assignment, Assumption and Release. Subscriber hereby assigns to Provider all right, title and interest that Subscriber may have (if any) in and to the Network and Provider hereby accepts such assignment. In consideration of the foregoing assignment: (i) Provider hereby assumes and agrees to pay all liabilities arising out of, or related to, the operation, management, administration and maintenance of the Network prior to the Effective Date, including, without limitation, all liabilities relating the Network for accrued and unpaid income, property and other taxes (and any applicable fines or penalties resulting from non-payment thereof); and (ii) Subscriber hereby releases Provider and its affiliates, and the Network, from any past, present or future claims that Subscriber has or may have, that arise or relate to (x) the operation, management, administration and maintenance of the Network prior to the Effective Date or (y) any ownership interest the Subscriber has or may have in the Network. Additional Terms (if any): IN WITNESS WHEROF, Provider and Subscriber have caused their authorized representatives to sign this Subscription Agreement to be effective as of the Effective Date. AllTerra Central, Inc. Subscriber: By: By: Name: Name: Title: Title: RTK NETWORK - TERMS OF SERVICE These RTK Network - Terms of Service (“Terms of Service”) are attached to, and incorporated by reference into, a Subscription Agreement (“Subscription Agreement”) between AllTerra Central, Inc. (“Provider”) and the Subscriber named in the Subscription Agreement (“Subscriber”). All references to the Subscription Agreement include the Subscription Agreement signed by the parties, these Term of Service and any other document incorporated by reference into either the Subscription Agreement or these Term of Service. Capitalized terms used but not otherwise defined in these Term of Service are defined in the Subscription Agreement. THESE TERMS OF SERVICE GOVERN SUBSCRIBER’S USE OF THE NETWORK IDENTIFIED IN A SIGNED SUBSCRIPTION AGREEMENT (the “Network”). SUBSCRIBER SHOULD READ THESE TERMS OF SERVICE CAREFULLY.
Assignment, Assumption and Release. Effective as of and from March 28, 2000 ("Assignment Effective Date"), Assignor hereby assigns and delegates to Assignee all Assignor’s rights, duties and obligations under the Transaction and Assignee hereby accepts such assignment and delegation and assumes such rights, duties and obligations. As of and from the Assignment Effective Date, Assignor shall be fully released from all rights, duties and obligations under the Transaction.
Assignment, Assumption and Release. Pursuant to Section 10.04(f) of the Credit Agreement, the Assignor hereby assigns, transfers and conveys to the Assignee all of its rights, duties, liabilities and obligations under the Credit Agreement and any other Credit Document, including, without limitation, with respect to the Specified Letters of Credit, and the Assignee hereby accepts such assignment from the Assignor and (a) agrees to be bound by all of the terms, conditions and provisions of the Credit Agreement and any other Credit Document, including, without limitation, with respect to the Specified Letters of Credit; (b) assumes all of the rights, duties, liabilities and obligations of the Assignor described in the Credit Agreement and any other Credit Document, including, without limitation, with respect to the Specified Letters of Credit and, for the avoidance of doubt, shall be deemed to be the Specified Account Party with respect to the Specified Letters of Credit for all purposes under the Credit Agreement; and (c) promises to keep and perform all covenants, terms, provisions and agreements of the Assignor under the Credit Agreement and any other Credit Document, including, without limitation, with respect to the Specified Letters of Credit, including, but not limited to, the obligation of the Assignor to reimburse the Issuing Lender(s) for any and all amounts paid by the Issuing Lender(s) under the Specified Letters of Credit, to pay the Issuing Lender(s) any amounts owing under the Credit Agreement when due and to indemnify and hold harmless the Issuing Lender(s) as provided in the Credit Agreement or any other Credit Document. In connection with the aforesaid assignment and assumption, the Administrative Agent hereby releases the Assignor from any and all of its rights, duties, liabilities and obligations under the Credit Agreement and any other Credit Document, including, without limitation, with respect to the Specified Letters of Credit, except in the event the Assignor has made any material misrepresentations to any Lender, Issuing Lender, the Administrative Agent or the Collateral Agent or in the case of the Assignor’s fraud or wilful misconduct.
Assignment, Assumption and Release. Effective as of and from , 2001 (the “Assignment Effective Date”), Assignor hereby assigns and delegates to Assignee all Assignor’s rights, duties and obligations under the Transactions, and Assignee hereby accepts such assignment and delegation and assumes all of such rights, duties and obligations. As of and from the Assignment Effective Date, Assignor shall be fully released from all rights, duties and obligations under the Transactions, except as may have arisen or accrued prior to the Assignment Effective Date [and except for the April, 2001 payment owed by Assignor to ENA under Enron Deal No. NF1164.1].
Assignment, Assumption and Release. Effective as of and from the “Deal Date” as such term is indicated with respect to each Transaction referenced on Exhibit A (each an "Assignment Effective Date" with respect to the relevant Transaction), Assignor hereby assigns and delegates to Assignee all Assignor’s rights, duties and obligations in and under the Transactions, and Assignee hereby accepts such assignment and delegation and assumes such rights, duties and obligations. As of and from each Assignment Effective Date, Assignor shall be fully released from all rights, duties and obligations in and under the Transactions.
Assignment, Assumption and Release. Effective as of and from June _____, 2000 (the "Assignment Effective Date"), Assignor hereby assigns and delegates to Assignee all of Assignor’s rights, duties and obligations under the Transaction with respect to the Assigned Portion. Assignee hereby accepts such assignment and delegation and assumes such rights, duties and obligations and agrees to immediately execute a Confirmation detailing the terms of the Assigned Portion transaction. As of and from the Assignment Effective Date, Assignor shall be fully released from all rights, duties and obligations under the Transaction.
Assignment, Assumption and Release. (a) Effective on and as of the Restatement Date, the Exiting Borrower hereby sells, assigns and transfers to the Borrower, and the Borrower hereby accepts from the Exiting Borrower, all right, title and interest of the Exiting Borrower in, and liabilities and obligations of the Exiting Borrower under, the Original Agreement.
Assignment, Assumption and Release. The Assignor hereby assigns, transfers and conveys to the Assignee, without representation or warranty of any kind, express or implied (including, without limitation, any representation or warranty arising under Article 8 of the Uniform Commercial Code of any applicable jurisdiction), other than any representation or warranty expressly made by Seller in Article III or IV of the Purchase Agreement (subject further to the limitations in Article X of the Purchase Agreement), all right, title and interest of the Assignor in, to and under the Seller Membership Interests. The Assignee hereby accepts such assignment, transfer and conveyance and assumes and agrees to pay and perform all of the Assignor’s obligations and liabilities arising under or relating to the Seller Membership Interests, the Operating Agreement or the other Organizational Documents, in each case to the extent such obligations and liabilities arise on and after the date hereof. The Assignor is hereby relieved of all such assumed obligations and liabilities and agrees that, from and after the date hereof, (a) it shall be deemed to have withdrawn from the Company, and (b) neither the Assignor nor any Seller Releasees shall have any further right, title and/or interest in, to or under the Operating Agreement, the Company or the Company’s business, whether under this Agreement or otherwise, including, without limitation, any rights to reimbursement or indemnification from the Company under the Operating Agreement (but without derogation of any rights which the Assignor or any Seller Releasees may have vis-à-vis the Assignee as expressly set forth in the Purchase Agreement).
Assignment, Assumption and Release. Prudential hereby assigns to PERC Management, and PERC Management hereby assumes, each of the rights and obligations of Prudential in, under and to the Equity Capital Contribution Agreement, and the Partnership hereby releases Prudential from any and all obligations under the Equity Capital Contribution Agreement.
