Assignor and Assignee acknowledge and agree that the effectiveness of this Assignment and Assumption Agreement is contingent upon, and subject to, the Closing. If any provision of this Assignment and Assumption Agreement conflicts with any provision of the Asset Purchase Agreement, the provision of the Asset Purchase Agreement shall control.
Assignor and Assignee hereby acknowledge and confirm their understanding and intent that (i) this Agreement shall effect the assignment by Assignor and the assumption by Assignee of Assignor's rights and obligations with respect to the Assigned Share, (ii) any other assignments by Assignor of a portion of its rights and obligations with respect to the Commitments and any outstanding Loans shall have no effect on the Commitments, the outstanding Loans and the Percentage corresponding to the Assigned Share as set forth in Item 3 of the Schedule of Terms or on the interest of Assignee in any outstanding Loans corresponding thereto, and (iii) from and after the Settlement Date, Administrative Agent shall make all payments under the Credit Agreement in respect of the Assigned Share (including all payments of principal and accrued but unpaid interest, commitment fees and letter of credit fees with respect thereto) to Assignee; PROVIDED that Assignor and Assignee shall make payments directly to each other to the extent necessary to effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by Administrative Agent under the Loan Documents in respect of the Assigned Share in the event that, for any reason whatsoever, the payment of consideration contemplated by SECTION 1(b) occurs on a date other than the Settlement Date.
Assignor and Assignee. EACH ACKNOWLEDGES --------------------------- THAT THE PROVISIONS OF THIS Agreement WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE SUBJECT MATTER OF THIS Agreement.
Assignor and Assignee. 16. This Assignment of Rents and Leases shall be in full force and effect continuously from the date hereof to and until the Deed of Trust shall be released of record, and the release of the Deed of Trust shall, for all purposes, terminate this Assignment of Rents, Leases and Profits.
Assignor and Assignee each acknowledge that the consent of the Lessors under the Base Lease has been obtained upon mutually agreeable terms.
Assignor and Assignee acknowledge and agree that Broker is not a party to any other agreement between them, that Broker is not bound by or subject to any terms thereof, and that Broker's only duties and responsibilities with respect to the Cash Account are those set forth herein. Assignor and Assignee acknowledge and agree that Broker has not arranged for and will not arrange for the extension or maintenance of any credit for the Cash Account.
Assignor and Assignee. The Assignor and the Assignee represent and warrant that, to the extent applicable, the Administrative Agent has been paid the processing fee referred to in clause (a) of Section 10.10 of the Credit Agreement.
Assignor and Assignee. Any and all financial liability, including but not limited to amounts due, from the Interconnection Customer to the Area EPS Operator, occurring or accruing under the Agreement on or before the date of the signature of the Area EPS Operator to this Assignment shall be deemed to be the obligation of both the Assignor and Assignee, and the Area EPS Operator may recover any such amounts jointly and severally from the Assignor and Assignee. Contact information. The following information updates and replaces the designated information as set forth on page 3 of the Agreement, and in Articles 13.1, 13.2, 13.3, and 13.4 of the Agreement. Page 3 Interconnection Customer: _______________________________________ Attention: ___________________________________________________ Address: ____________________________________________________ City: ____________________________ State: _____________ Zip: ______ Phone: ________________ Email: _________________
Assignor and Assignee acknowledge that the execution of this Agreement shall confer a real and substantial benefit upon each of them. Unless otherwise defined herein, capitalized terms shall have the meaning and definition set forth in the Loan Documents.
Assignor and Assignee understand and agree that Assignor shall remain secondarily liable in the event of any default by the Assignee under the Current Franchise Agreement, and that by entering into this Consent Agreement, Assignor and Assignee fully and unconditionally guarantee the Assignee's performance and compliance in all respects with the obligations, liabilities and provisions thereunder; provided, however, that this guarantee shall not extend to any default of non-compliance with the obligations, liabilities, and provisions of the Current Franchise Agreement by Assignee during any extension of the initial term of the Current Franchise Agreement. Assignor further understands and agrees that, to the extent principals of Assignor have personally guaranteed the performance of Assignor under the terms and conditions of the Current Franchise Agreement, such personal guarantee shall NOT be modified by this Consent Agreement and any such guarantors shall not be released from liability of any kind or nature by the terms of this Consent Agreement. Franchisor agrees that a copy of any notice of default given to Assignee by Franchisor shall also be concurrently given to Assignor.
