Transfer and Assumption. (a) Subject to obtaining Lender's prior written consent, which may be withheld in Lender's reasonable and absolute discretion, and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.3, Borrowers shall have a one-time right to Transfer the Property to one or more parties (the "TRANSFEREE BORROWER") and have the Transferee Borrower assume all of Borrowers' obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "TRANSFER AND ASSUMPTION"). Borrowers may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.3. Together with such written application, Borrowers will pay to Lender the reasonable review fee then required by Lender. Borrowers also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys' fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.
Transfer and Assumption. (a) Notwithstanding the foregoing and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.2, Borrower shall have a one-time right to Transfer the Property to another party (the "Transferee Borrower") and have the Transferee Borrower assume all of Borrower's obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "Transfer and Assumption"). Borrower may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.2. Together with such written application, Borrower will pay to Lender the reasonable review fee then required by Lender. Borrower also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys' fees and expenses, and, if a Securitization has occurred, including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.
Transfer and Assumption. Effective as of the Effective Date, the Transferor hereby irrevocably assigns, transfers, and conveys to the Transferee, and the Transferee hereby accepts and assumes from the Transferor, (i) all of the Transferor’s rights, title, and interest in and to the Reinsurance Agreement, and (ii) all of the Transferor’s duties, obligations, and liabilities under the Reinsurance Agreements (whether existing now or arising hereafter with respect to periods on, before or after the Effective Date) (the “Transfer”).
Transfer and Assumption. (a) Notwithstanding the foregoing and subject to the terms and satisfaction of all the conditions precedent set forth in this Section 5.26.2, Borrower shall have a right to Transfer the Property to another party (the “Transferee Borrower”) and have the Transferee Borrower assume all of Borrower’s obligations under the Loan Documents (collectively, a “Transfer and Assumption”). Borrower may make a written application to Lender for Lender’s consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.2. Together with such written application, Borrower will pay to Lender the reasonable review fee then required by Lender. Borrower also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys’ fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.
Transfer and Assumption. 54 5.27 LIENS...........................................................56 5.28 DISSOLUTION.....................................................57 5.29 EXPENSES........................................................57 5.30 INDEMNITY.......................................................57 5.31
Transfer and Assumption. The parties agree that the terms and conditions of the Management Agreement are incorporated herein by reference. Effective April 1, 2005, LMFM hereby transfers, conveys and sets over all of its rights, interests, claims and entitlements under the Management Agreement to LMCM and to its successors and permitted assigns, to have and to hold the same forever, it being understood that such transfer, conveyance and set over will not result in the automatic termination of the Management Agreement as a result of an "assignment" within the meaning set forth in the 1940 Act and the regulations thereunder. LMCM hereby undertakes, assumes, and agrees to perform or otherwise discharge when due all covenants, liabilities, duties and obligations of LMFM under or in connection with or arising out of the Management Agreement. Except as expressly herein provided, this Transfer Agreement shall not be construed to modify, terminate or merge any rights any party to the Management Agreement has pursuant to the terms thereof, and the parties hereby confirm all of the terms and provisions of the Management Agreement as remaining in full force and effect.
Transfer and Assumption. The Assignor does hereby sell, assign and transfer to the Assignee all of the Assignor's present and future rights, title, obligations and interest in, to and under the Purchase Agreement as assigned by PAA No. 1, excluding the right to purchase the Aircraft from the Manufacturer (the "Assignor's Interest") and the Assignee hereby accepts the Assignor's Interest from the Assignor. The Assignee agrees that it shall be bound by all the terms of, and shall assume and undertake to perform all the obligations of, the Assignor with respect to the Assignor's Interest. For all purposes of PAA No. 1 and this Restated Assignment, Express, the Assignor and the Assignee hereby agree that:
Transfer and Assumption. As of the Effective Date, (a) IMCO hereby assigns, transfers, conveys and sets over all of its rights, title, interest, claims and entitlements in, to and under the Fund-Related Agreements to AMCO, (b) AMCO hereby (i) accepts such assignment, transfer, conveyance and set-over and (ii) assumes all of the covenants, liabilities, duties and obligations of IMCO arising out of, under and in connection with the Fund Related Agreements, and (c) the Trust hereby consents to such assignment, transfer, conveyance and set-over and to such assumption of all of the covenants, liabilities, duties and obligations arising out of, under and in connection with the Fund Related Agreements. Except as otherwise provided herein, this Agreement shall not be construed to modify, terminate or merge any rights any party to any Fund Related Agreement has pursuant to the terms thereof, and the parties to this Agreement each confirm that the transfer and assumption contemplated by this Agreement shall be effected through the execution of this Agreement and the execution of new Advisory Agreements, Management Agreements, Administration Agreements and Subadvisory Agreements (collectively, the New Agreements) to replace IMCO with AMCO as the counterparty to the Fund Related Agreements, effective as of the Effective Date. The parties hereto agree that the terms and conditions of each New Agreement with respect to the Trust and its Funds, including the services provided thereunder and the fees payable for the provision of such services, will be the same as those of the corresponding Fund Related Agreement listed on Schedule 1, other than those changes that are necessary to convert the agreement into a contract with AMCO; provided, however, that nothing in this Agreement shall be construed as prohibiting the parties from amending any New Agreement at any time after the Effective Date, subject to any required approvals under applicable law and the terms of the applicable New Agreement. 2.
Transfer and Assumption. The parties agree that the terms and conditions of the Sub-Advisory Agreement are incorporated herein by reference. Effective June 8, 2007, LM Trust hereby transfers, conveys and sets over all of its rights, interests, claims and entitlements under the Sub-Advisory Agreement to LMIC and to its successors and permitted assigns, to have and to hold the same forever, it being understood that such transfer, conveyance and set over will not result in the automatic termination of the Sub-Advisory Agreement as a result of an "assignment" within the meaning set forth in the 1940 Act and the regulations thereunder. LMIC hereby undertakes, assumes, and agrees to perform or otherwise discharge when due all covenants, liabilities, duties and obligations of LM Trust under or in connection with or arising out of the Sub-Advisory Agreement. Except as expressly herein provided, this Transfer Agreement shall not be construed to modify, terminate or merge any rights any party to the Sub-Advisory Agreement has pursuant to the terms thereof, and the parties hereby confirm all of the terms and provisions of the Sub-Advisory Agreement as remaining in full force and effect.
Transfer and Assumption. If the guarantee is to remain in effect, any transfer of the property and assump- tion of the guaranteed debt must be made to an eligible buyer for the Land Contract Guarantee Program as speci- fied in § 763.5(b), and must be approved by the Agency in writing. If an eligible buyer for transfer and assumption can- not be found, the Deputy Adminis- trator for Farm Loan Programs may make an exception to this requirement when in the Government’s best xxxxx- cial interests.
