Common use of Purchase and Assumption Clause in Contracts

Purchase and Assumption. Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties of Assignor set forth herein, at each applicable Effective Time, Assignee does hereby (i) purchase and accept each Transferred Interest, (ii) assume all of the Assumed Liabilities relating to any such Transferred Interest, (iii), if applicable, confirm that it shall be deemed a party to any Trust Agreement as of the Effective Time relating, and with respect, to the Transferred Interest referenced in such Trust Agreement, and agrees to be bound by all the terms of each thereof and hereby undertakes and assumes all of the Assumed Liabilities and (iv), if applicable, confirm that it shall be deemed a party to all Receivable Agreements as of the Effective Time relating, and with respect, to such Transferred Interest, and agrees to be bound by all the terms of each thereof and hereby undertakes and assumes all of the Assumed Liabilities contained in such Receivable Agreements; provided, however, that Assignor shall remain liable for the obligations of Assignor relating to Reserved Rights; provided, further, that such purchase, acceptance and assumption shall be effective only upon the satisfaction or waiver, at or prior to the applicable Effective Time for such Transferred Interest, of the conditions set forth in Section 8, such satisfaction or waiver to be evidenced by Assignee's delivery to Assignor of an Assignment and Assumption Agreement for such Transferred Interest. The assumption contemplated hereby, at the applicable Effective Time, as between Assignor and Assignee, shall be deemed to release Assignor from all Assumed Liabilities relating to such Transferred Interest.

Purchase and Assumption. Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties of Assignor set forth herein, at each applicable Effective Time, Assignee does hereby (i) purchase and accept each Transferred Interest, (ii) assume all of the Assumed Liabilities relating to any each such Transferred Interest, Interest and (iii), if applicable, ) confirm that it shall be deemed a party to any each Trust Agreement as of the Effective Time relating, and with respect, to the Transferred Interest referenced in such Trust Agreement, and agrees to be bound by all the terms of each thereof and hereby undertakes and assumes all of the Assumed Liabilities and (iv), if applicable, confirm that it shall be deemed a party to all Receivable Agreements as of the Effective Time relating, and with respect, relating to such Transferred Trans ferred Interest, and agrees to be bound by all the terms of each thereof and hereby undertakes and assumes all of the Assumed Liabilities contained in such Receivable Agreements; provided, however, that Assignor shall remain liable for the obligations of Assignor relating to Reserved Rights; provided, further, that such purchase, acceptance and assumption shall be effective only upon the satisfaction or waiver, at or prior to the applicable Effective Time for such Transferred Interest, of the conditions set forth in Section 8, such satisfaction or waiver to be evidenced by Assignee's delivery to Assignor of an the Assignment and Assumption Agreement for such Transferred Interest. The assumption contemplated hereby, at the applicable Effective Time, as between Assignor and Assignee, shall be deemed to release Assignor from all Assumed Liabilities relating to such Transferred Interest.

Purchase and Assumption. Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties of Assignor set forth herein, at each applicable Effective Time, Assignee does hereby (i) purchase and accept each Transferred Interest, (ii) assume all of the Assumed Liabilities relating to any each such Transferred Interest, Interest and (iii), if applicable, ) confirm that it shall be deemed a party to any each Trust Agreement as of the Effective Time relating, and with respect, to the Transferred Interest referenced in such Trust Agreement, and agrees to be bound by all the terms of each thereof and hereby undertakes and assumes all of the Assumed Liabilities and (iv), if applicable, confirm that it shall be deemed a party to all Receivable Agreements as of the Effective Time relating, and with respect, relating to such Transferred Interest, and agrees to be bound by all the terms of each thereof and hereby undertakes and assumes all of the Assumed Liabilities contained in such Receivable Agreements; provided, however, that Assignor shall remain liable for the obligations of Assignor relating to Reserved Rights; provided, further, that such purchase, acceptance and assumption shall be effective only upon the satisfaction or waiver, at or prior to the applicable Effective Time for such Transferred Interest, of the conditions set forth in Section 8, such satisfaction or waiver to be evidenced by Assignee's delivery to Assignor of an the Assignment and Assumption Agreement for such Transferred Interest. The assumption contemplated hereby, at the applicable Effective Time, as between Assignor and Assignee, shall be deemed to release Assignor from all Assumed Liabilities relating to such Transferred Interest.

Purchase and Assumption. Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties of Assignor set forth herein, at each applicable Effective TimeAgreement, Assignee does hereby (i) purchase and accept each the Transferred InterestInterests, (ii) assume all the duties, liabilities and obligations of Assignor in respect of the Assumed Liabilities relating to any such Transferred Interest, Interests (except as described below) and (iii), if applicable, confirm ) confirms that it shall be deemed a party to any Trust Agreement as of the Effective Time relating, and with respect, to the Transferred Interest referenced in such Trust Agreement, each Lessor Document and agrees to be bound by all the terms and conditions of each thereof and hereby undertakes and assumes to undertake all of the Assumed Liabilities obligations of Assignor contained in the Lessor Documents and (iv), if applicable, confirm that it shall be deemed a party to all Receivable the other Operative Agreements as though originally named therein in place of Assignor, to the extent of the Effective Time relating, right title or interest being conveyed hereby or by the Assignment and with respect, to such Transferred Interest, and agrees to be bound by all the terms of each thereof and hereby undertakes and assumes all of the Assumed Liabilities contained in such Receivable AgreementsAssumption Agreement (FAA); provided, however, that Assignor shall remain liable for the duties, liabilities and obligations of Assignor relating to Reserved Rights; provided, provided further, that such purchase, acceptance and assumption shall be effective only upon the satisfaction or waiver, at on or prior to the applicable Effective Time for such Transferred Intereston the Closing Date, of the conditions set forth in Section 8, such satisfaction or waiver to be evidenced by Assignee's delivery payment to Assignor of an the Purchase Price and by the filing, or the release for filing, for recordation with the FAA pursuant to the Act of the Assignment and Assumption Agreement for such Transferred Interest(FAA). The Except as otherwise expressly provided in this Agreement (including, without limitation, Section 12(d)), the assumption contemplated hereby, at the applicable Effective Time, as between Assignor and Assignee, hereby shall be deemed to release Assignor from all Assumed Liabilities relating to such duties, liabilities and obligations under the Operative Agreements in respect of the Transferred InterestInterests.

Purchase and Assumption. Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties of Assignor set forth herein, at each applicable Effective TimeAgreement, Assignee does hereby (i) purchase and accept each the Transferred InterestInterests, (ii) assume all the duties, liabilities and obligations of Assignor in respect of the Assumed Liabilities relating to any such Transferred Interest, Interests (except as described below) and (iii), if applicable, confirm ) confirms that it shall be deemed a party to any Trust Agreement as of the Effective Time relating, and with respect, to the Transferred Interest referenced in such Trust Agreementeach Lessor Document, and agrees to be bound by all the terms and conditions of each thereof and hereby undertakes and assumes to undertake all of the Assumed Liabilities obligations of Assignor contained in the Lessor Documents, the Owner Participant Documents and (iv)other Operative Documents as though originally named therein in place of Assignor, if applicable, confirm that it shall be deemed a party to all Receivable Agreements as the extent of the Effective Time relatingright, title or interest being conveyed hereby or by the Assignment and with respect, to such Transferred Interest, and agrees to be bound by all the terms of each thereof and hereby undertakes and assumes all of the Assumed Liabilities contained in such Receivable AgreementsAssumption Agreement (FAA); provided, however, that Assignor shall remain liable for the -------- duties, liabilities and obligations of Assignor vesting or relating to Reserved Rightsevents prior to the Effective Time on the Closing Date; provided, provided further, that such ---------------- purchase, acceptance and assumption shall be effective only upon the satisfaction or waiver, at on or prior to the applicable Effective Time for such Transferred Intereston the Closing Date, of the conditions set forth in Section 8, such satisfaction or waiver to be evidenced by Assignee's delivery payment to Assignor of an the Purchase Price and by filing, or the release for filing, with the FAA pursuant to the Act of the Assignment and Assumption Agreement for such Transferred Interest(FAA). The Except as otherwise expressly provided herein (including without limitation Section 12(d)), the assumption contemplated hereby, at the applicable Effective Time, as between Assignor and Assignee, hereby shall be deemed to release Assignor from all Assumed Liabilities relating to such duties, liabilities and obligations under the Operative Documents in respect of the Transferred InterestInterests.