Assignment and Assumption Agreement Sample Contracts

Clearway Energy LLC – ASSIGNMENT AND ASSUMPTION AGREEMENT (March 1st, 2019)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), effective as of February 26, 2019 (the “Effective Date”), among Clearway Energy Operating LLC (formerly NRG Yield Operating LLC), a Delaware limited liability company (“Assignor”), and GIP III Zephyr Carlsbad Holdings, LLC, a Delaware limited liability company (“Assignee”).

Intrexon Corp – SECURITIES PURCHASE, ASSIGNMENT AND ASSUMPTION AGREEMENT DATED AS OF DECEMBER 19, 2018 BY AND AMONG INTREXON CORPORATION, (March 1st, 2019)

This Securities Purchase, Assignment and Assumption Agreement (this “Agreement”) is dated as of December 19, 2018 (the “Agreement Date”) by and among Intrexon Corporation, a corporation organized and existing under the laws of Virginia, having its principal place of business at 20374 Seneca Meadows Parkway, Germantown, MD 20876, USA (“Intrexon”), ARES TRADING S.A., a corporation organized and existing under the laws of Switzerland, having offices at Zone Industrielle de L’Ouriettaz, 117 Aubonne, Switzerland (“ARES TRADING”), Precigen, Inc., a Delaware corporation, having its principal place of business at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“Precigen” and, together with Intrexon, the “Intrexon Parties”). ARES TRADING, Intrexon and Precigen and may be referred to herein as a “Party” or, collectively, as “Parties.”

Clearway Energy, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (February 28th, 2019)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), effective as of February 26, 2019 (the “Effective Date”), among Clearway Energy Operating LLC (formerly NRG Yield Operating LLC), a Delaware limited liability company (“Assignor”), and GIP III Zephyr Carlsbad Holdings, LLC, a Delaware limited liability company (“Assignee”).

GTY Technology Holdings Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (February 25th, 2019)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of February 19, 2019 by and among GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), GTY Govtech, Inc., a Massachusetts corporation (to be renamed “GTY Technology Holdings Inc.” effective as the Closing (as defined below)) (“New GTY”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”). Capitalized terms used but not defined herein have the meanings given to such terms in the Warrant Agreement (as defined below).

Littelfuse Inc /De – ASSUMPTION AGREEMENT THIS ASSUMPTION AGREEMENT (the “Assumption”), dated as of October 3, 2018, is made by each of NEW DUTCH B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and having its registered seat (statutaire zetel) in Amsterdam, the Netherlands and registered with the trade register of the Chamber of Commerce under number 72412720 (the “New Dutch B.V.”), and NEW IXYS DUTCH B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated (February 22nd, 2019)
True Drinks Holdings, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (January 22nd, 2019)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made as of January 8, 2019 (the “Effective Date”), by and between True Drinks Holdings, Inc. and True Drinks, Inc. (together, the “Assignors”) and Red Beard Holdings, LLC (the “Assignee”).

Medovex Corp. – ASSIGNMENT AND ASSUMPTION AGREEMENT (January 14th, 2019)

This Assignment and Assumption Agreement (this “Assignment”) is made and entered into as of January 8, 2019, by and among Regenerative Medicine Solutions, LLC, a Delaware limited liability company (“RMS”), Lung Institute LLC, a Delaware limited liability company (“Lung Institute”), RMS Lung Institute Management LLC, a Delaware limited liability company (“RMS Management”), Cognitive Health Institute Tampa, LLC, a Delaware limited liability company (“CHIT” and, together with RMS, Lung Institute, and RMS Management, collectively and individually, the “Assignor”), and RMS Acquisition Corp., a Nevada corporation (“Assignee”).

Federal Street Acquisition Corp. – ASSIGNMENT AND ASSUMPTION AGREEMENT (January 10th, 2019)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of January 4, 2019, by and among Federal Street Acquisition Corp., a Delaware corporation (“FSAC”), Agiliti, Inc., a Delaware corporation (“Agiliti”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”).

Agiliti, Inc. \De – ASSIGNMENT AND ASSUMPTION AGREEMENT (January 10th, 2019)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of January 4, 2019, by and among Federal Street Acquisition Corp., a Delaware corporation (“FSAC”), Agiliti, Inc., a Delaware corporation (“Agiliti”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”).

One Madison Corp – ASSIGNMENT AND ASSUMPTION AGREEMENT (December 13th, 2018)

This Assignment and Assumption Agreement, dated as of December 12, 2018 (this “Agreement”), is made by and among Omar Asali (the “Assignor”), Gerard Griffin (the “Assignee”) and One Madison Corporation, a Cayman Islands exempted company (the “Company”).

One Madison Corp – ASSIGNMENT AND ASSUMPTION AGREEMENT (December 13th, 2018)

This Assignment and Assumption Agreement, dated as of December 12, 2018 (this “Agreement”), is made by and among Omar Asali (the “Assignor”), Gerard Griffin (the “Assignee”) and One Madison Corporation, a Cayman Islands exempted company (the “Company”).

Concrete Pumping Holdings, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (December 10th, 2018)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of December 6, 2018 by and among Industrea Acquisition Corp., a Delaware corporation (“Industrea”), Concrete Pumping Holdings Acquisition Corp. (to be renamed “Concrete Pumping Holdings, Inc.” effective as the Closing (as defined below)) (“Newco”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”).

Desert Hawk Gold Corp. – ASSIGNMENT AND ASSUMPTION AGREEMENT (October 26th, 2018)

This Assignment and Assumption Agreement (this “Assignment Agreement”) is made on February 13, 2018 (the “Effective Date”), by and among DMRJ GROUP I, LLC, a Delaware limited liability company (“DMRJ”), PLATINUM PARTNERS VALUE ARBITRAGE FUND L.P., a Delaware limited partnership (“PPVA”), PLATINUM PARTNERS CREDIT OPPORTUNITIES MASTER FUND, LP, a Delaware limited partnership (“PPCO” and, collectively with DMRJ and PPVA, “Assignor”), and DESERT HAWK GOLD CORP., a Nevada corporation (the “Company” or “Assignee”). Reference is made to (i) that certain Investment Agreement, dated as of July 14, 2010, by and between the Company and DMRJ (as amended, restated, supplemented or otherwise modified to date, the “Investment Agreement”), (ii) those certain Participation Agreements by and between DMRJ and the other parties thereto, in each case participating indebtedness incurred under the Investment Agreement (as amended, restated, supplemented or otherwise modified to date, the “Participation Agree

Post Holdings, Inc. – BORROWER ASSIGNMENT AND ASSUMPTION AGREEMENT (October 5th, 2018)

This Assignment and Assumption Agreement (the “Agreement”), dated as of October 1, 2018, is among Post Holdings, Inc., a Missouri corporation, as assignor (“Assignor”), 8th Avenue Food and Provisions, Inc., a Missouri corporation, as assignee (“Assignee”), and Barclays Bank PLC, as administrative agent (in such capacity and together with its successors and assigns, the “Administrative Agent”).

Ceres Tactical Currency L.P. – NOVATION, ASSIGNMENT AND ASSUMPTION AGREEMENT (October 4th, 2018)
Emerging Cta Portfolio Lp – NOVATION, ASSIGNMENT AND ASSUMPTION AGREEMENT (October 4th, 2018)
Ceres Tactical Systematic L.P. – NOVATION, ASSIGNMENT AND ASSUMPTION AGREEMENT (October 4th, 2018)
Petro River Oil Corp. – ASSIGNMENT AND ASSUMPTION AGREEMENT (October 3rd, 2018)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Assignment and Assumption”) is made as of September 24, 2018 (the “Effective Date”), by and among LBE Partners, LLC, a Delaware limited liability company (the “Company”), ICO Liquidating Trust, LLC (“the “Assignor”), and Petro River Oil Corp, a Delaware corporation (the “Assignee”).

Brain Scientific Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (September 27th, 2018)

This Assignment and Assumption Agreement (this “Assignment”) is executed and delivered effective as of September 20, 2018, by Brain Scientific Inc. (f/k/a All Soft Gels Inc.), a Nevada corporation (“Assignor”) and Chromium 24 LLC, a Delaware limited liability company (“Assignee”).

Sysorex, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (September 4th, 2018)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of August 31, 2018, by and among Inpixon, a Nevada corporation (“Inpixon”), Sysorex, Inc., a Nevada corporation (“Sysorex”), the Inpixon and Sysorex entities listed on Schedules A and B hereto (as appropriate, collectively with Inpixon, the “Inpixon Group” and each, an “Inpixon Entity” and collectively with Sysorex, the “Sysorex Group” and each, a “Sysorex Entity”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in the Separation Agreement (as defined below).

Inmune Bio, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (August 30th, 2018)

This Assignment and Assumption ("Assignment") is effective as of October 03, 2017 ("Effective Date") by and among, Immune Ventures, LLC, a Limited Liability Company formed under the laws of the State of Washington, with principal offices located at 7503 Jones Ave NW, Seattle, WA 98116 (“ASSIGNOR”) and INmune Bio Inc., a Nevada corporation, having its principal place of business at 1224 Prospect St., Suite 150, La Jolla, CA 92037 (“ASSIGNEE”).

KLX Energy Services Holdings, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (August 15th, 2018)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of April 30 2018 (the “Effective Date”), by and among KLX Inc., a Delaware Corporation (“Assignor”), KLX Energy Services LLC, a Delaware limited liability company (“Assignee”), and Gary J. Roberts (“Employee”). Assignor, Assignee and Employee are each individually referred to herein as a “Party,” and collectively referred to as the “Parties.”

EVO Payments, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (August 10th, 2018)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of May 25, 2018 and effective as of the Effective Date (as defined below), is hereby entered into by and between EVO Investco, LLC, a Delaware limited liability company (the “Assignor”), and EVO Payments, Inc., a Delaware corporation (the “Assignee”).

Adma Biologics, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (ADMA LOAN) (July 24th, 2018)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (ADMA LOAN) (the “Agreement”) is dated and effective this 20th day of July, 2018 (“Effective Date”), by and among BIOTEST AG (“Biotest”) and BIOTEST PHARMACEUTICALS CORPORATION (“BPC”), and solely for purposes of Section 2 hereof, ADMA BIOMANUFACTURING, LLC and ADMA BIOLOGICS, INC. (together, “ADMA”). Each individual party to the Agreement is referred to as a “Party” and collectively as the “Parties”.

Orgenesis Inc. – CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (June 29th, 2018)

This Contribution, Assignment and Assumption Agreement (this “Agreement”) is made and entered into effective as of June __, 2018 (this “Effective Date”) by and among Masthercell Global Inc., a Delaware corporation (the “Company”) and Orgenesis, Inc., a Nevada corporation (the “Assignor”).

STWC. Holdings, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (June 19th, 2018)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is made and entered into this 6th day of April, 2018, by and between Green Acres Partners A, LLC, John P. McGrain & Justin Yorke TRS FBO San Gabriel Advisors, LLC DBP FBO John P. McGrain & Justin Yorke TRS FBO San Gabriel Advisors, LLC DBP FBO Justin Yorke, with their executive offices at 4 Richland Place, Pasadena, CA 91103 ("Lender"), STWC Holdings, Inc., a Colorado corporation ("Original Borrower"), Shawn Phillips, a Colorado resident ("Assuming Party" and "Remaining Guarantor"), and Erin Phillips, a Colorado resident ("Original Guarantor").

Wyndham Hotels & Resorts, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (June 4th, 2018)

This Assignment and Assumption Agreement (this “Agreement”), dated as of May 31, 2018, is entered into by and between Wyndham Worldwide Corporation (the “Assignor”) and Wyndham Hotels & Resorts, Inc. (the “Assignee”), and will be effective upon the consummation of the previously announced spin-off of the Assignor’s hotel business from the Assignor (the “Spin”), which involves the distribution of all of the outstanding shares of the entity that holds the Assignor’s hotel business (following an internal reorganization of the Assignor’s businesses) on a pro rata basis to the holders of common stock of the Assignor (with the date on which the Spin is consummated, the “Effective Date”).  For the avoidance of doubt, if the Assignor publicly announces its decision not to proceed with the Spin, this Agreement will be null and void ab initio, and the Employment Agreement (as defined below) will remain in full force and effect between the Executive (as defined below) and the Assignor.

EVO Payments, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (May 21st, 2018)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of May [●], 2018 and effective as of the Effective Date (as defined below), is hereby entered into by and between EVO Investco, LLC, a Delaware limited liability company (the “Assignor”), and EVO Payments, Inc., a Delaware corporation (the “Assignee”).

SeD Intelligent Home Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (May 15th, 2018)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (hereinafter referred to as the “Assignment Agreement”), made as of this 15th day of September 2017 (the “Effective Date”) by and between MacKenzie Development Company, LLC (“Assignor”) and Adams-Aumiller Properties, LLC (“Assignee”).

Lovesac Co – ASSIGNMENT AND ASSUMPTION AGREEMENT (April 20th, 2018)

This Assignment and Assumption Agreement (“Agreement”) is made as of March 22, 2017, by and between The Lovesac Company, a Delaware corporation (the “Assignee”) and SAC Acquisition LLC, a Delaware limited liability company (the “Assignor”).

Wyndham Hotels & Resorts, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (April 19th, 2018)

This Assignment and Assumption Agreement (this “Agreement”), dated as of [   ], 2018, is entered into by and between Wyndham Worldwide Corporation (the “Assignor”) and Wyndham Hotels & Resorts, Inc. (the “Assignee”), and will be effective upon the consummation of the previously announced spin-off of the Assignor’s hotel business from the Assignor (the “Spin”), which involves the distribution of all of the outstanding shares of the entity that holds the Assignor’s hotel business (following an internal reorganization of the Assignor’s businesses) on a pro rata basis to the holders of common stock of the Assignor (with the date on which the Spin is consummated, the “Effective Date”).  For the avoidance of doubt, if the Assignor publicly announces its decision not to proceed with the Spin, this Agreement will be null and void ab initio, and the Employment Agreement (as defined below) will remain in full force and effect between the Executive (as defined below) and the Assignor.

Royale Energy, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (April 10th, 2018)

This Assignment and Assumption Agreement (this “Agreement”) is made and entered into effective as of March [29], 2018 (the “Effective Date”), by and between RMX RESOURCES, LLC, a Texas limited liability company (“RMX”), and ROYALE ENERGY, FUNDS, INC., a California corporation (“Royale”). All capitalized terms used in this Agreement but not defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below). “Party” means either RMX or Royale, as the case may be, and “Parties” means both of them.

Gold Torrent Canada Inc – ASSIGNMENT AND ASSUMPTION AGREEMENT (March 28th, 2018)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is executed and delivered effective as of March 22, 2018 (the “Effective Date”) by and among Gold Torrent, Inc., a Nevada corporation (“GTOR US”), Gold Torrent (Canada) Inc., a British Columbia corporation (“GTOR Canada”), and CRH Mezzanine Pte. Ltd. (“Holder”). Capitalized terms not defined in this Agreement but used herein shall have the meanings given such terms in a certain Convertible Preferred Note Purchase and Investment Agreement (the “Securities Purchase Agreement”) dated February 13, 2017 among Holder, CRH Funding II Pte. Ltd. and GTOR US.

Red Violet, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (March 27th, 2018)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of March 26, 2018, by and among Cogint, Inc., a Delaware corporation (“Cogint”), Red Violet, Inc., a Delaware corporation (“SpinCo”) and the Cogint Entities listed on Schedule A hereto (collectively with Cogint, the “Cogint Group” and each, a “Cogint Entity”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in the Separation Agreement (as defined below).

Mma Capital Management, Llc – ASSIGNMENT AND ASSUMPTION AGREEMENT (March 16th, 2018)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of February 2, 2018 (the “Effective Date”), by and between Hunt FS Holdings, LLC, a Delaware limited liability company (the “Assignor”), Hunt FS Holdings  I, LLC, a Delaware limited liability company (the “Assignee”) and MMA Capital Management, LLC,  a Delaware limited liability company (the “Lender”).