Assignment And Assumption Agreement Sample Contracts

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").

Morgan Stanley Smith Barney Spectrum Currency & Commodity L.P. – Novation, Assignment and Assumption Agreement (October 4th, 2018)
Emerging Cta Portfolio Lp – Novation, Assignment and Assumption Agreement (October 4th, 2018)
Tactical Diversified Futures Fund L.P. – Novation, Assignment and Assumption Agreement (October 4th, 2018)
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").

All Soft Gels 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").

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").

Remora Royalties, Inc. – CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT Dated as of August 29, 2018 by and Among REMORA PETROLEUM, L.P. REMORA ROYALTIES, INC. REMORA HOLDINGS, LLC AND THE OTHER PARTIES HERETO (August 30th, 2018)
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.

Remora Royalties, Inc. – CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT Dated as of by and Among REMORA PETROLEUM, L.P. REMORA ROYALTIES, INC. REMORA HOLDINGS, LLC AND THE OTHER PARTIES HERETO (August 13th, 2018)
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".

Seventh Amendment to Code Share and Revenue Sharing Agreement and Settlement, Assignment and Assumption Agreement (July 13th, 2018)
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).

Strainwise, 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 Assignors hotel business from the Assignor (the Spin), which involves the distribution of all of the outstanding shares of the entity that holds the Assignors hotel business (following an internal reorganization of the Assignors 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).

Homeownusa – 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 Assignors hotel business from the Assignor (the Spin), which involves the distribution of all of the outstanding shares of the entity that holds the Assignors hotel business (following an internal reorganization of the Assignors 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 Holdings, 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.

Municipal Mortgage & Equity, 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").

Assignment and Assumption Agreement (February 20th, 2018)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement), dated as of February 14, 2018, is entered into by (i) CoConnect, Inc., a Nevada corporation (the Assignee), and (ii) Mastermind Marketing, Inc, a Georgia Corporation (MIM Inc.), Digital Advize, LLC, a Georgia limited liability company (Advize), and Villanta Corporation, a Georgia Corporation (Villanta, and collectively with MIM Inc., and Advize the Assignors). The Assignee and the Assignors are sometimes referred to herein individually as a Party and, collectively, as the Parties.

Assignment and Assumption Agreement (February 20th, 2018)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement), dated as of February 14, 2018, is entered into by (i) CoConnect, Inc., a Nevada corporation (the Assignee), and (ii) Mastermind Marketing, Inc, a Georgia Corporation (the Assignor). The Assignee and the Assignor are sometimes referred to herein individually as a Party and, collectively, as the Parties.

Assignment and Assumption Agreement (February 15th, 2018)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and effective as of February 12, 2018 (the "Effective Date") and is entered into by and between BLOCESPACE INC. (f/k/a Cryptoespace Inc.) (the "Assignor") and MARATHON CRYPTO MINING, INC. (the "Assignee");

Inmune Bio, Inc. – Assignment and Assumption Agreement (February 14th, 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").

Terra Nitrogen Company, L.P. – Assignment and Assumption Agreement (February 7th, 2018)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement) is entered into as of February 7, 2018, by and between Terra Nitrogen Company, L.P., a Delaware limited partnership (the Partnership), and Terra Nitrogen GP Inc., a Delaware corporation (TNGP). Capitalized terms used in this Agreement but not otherwise defined herein have the meanings ascribed thereto in the Partnership Agreement (as defined below).

One Madison Corp – Assignment and Assumption Agreement (January 5th, 2018)

This Assignment and Assumption Agreement, dated as of [*] (this "Agreement"), is made by and among JS Capital LLC, a Delaware limited liability company (the "Assignor"), Salil Seshadri (the "Assignee") and One Madison Corporation, a Cayman Islands exempted company (the "Company").

JELD-WEN Holding, Inc. – AMENDMENT NO. 3, Dated as of December 14, 2017 (This Amendment), Among JELD-WEN Holding, Inc., a Delaware Corporation (Holdings), JELD-WEN, Inc., a Delaware Corporation (The Company), JELD-WEN of Canada, Ltd., an Ontario Corporation (JW Canada), the Other Borrowers (This and Each Other Capitalized Term Used Herein Without Definition Having the Meaning Assigned to Such Term in the Credit Agreement Described Below) Party Hereto, the Subsidiary Guarantors Party Hereto, Wells Fargo Bank, National Association, as Administrative Agent, U.S. Issuing Bank, Canadian Issuing Bank and Swingline Lender (I (December 15th, 2017)

AMENDED CREDIT AGREEMENT (this Agreement), originally dated as of October 15, 2014 and amended on July 1, 2015 and, November 1, 2016 and December 14, 2017, among JELD-WEN Holding, Inc., a Delaware corporation (Holdings), as a U.S. Guarantor, JELD-WEN, Inc., a Delaware corporation (the Company), as borrower representative (in such capacity, the Borrower Representative), the Company and each Subsidiary of the Company party hereto from time to time as a U.S. Borrower, each Subsidiary of the Company party hereto from time to time as a U.S. Subsidiary Guarantor, JELD-WEN of Canada, Ltd., an Ontario corporation (JW Canada), and each other Subsidiary of the Company party hereto from time to time as a Canadian Borrower, each Subsidiary of the Company party hereto from time to time as a Canadian Subsidiary Guarantor, the financial institutions, institutional investors and other entities from time to time party hereto as lenders (collectively, the Lenders), and Wells Fargo Bank, National Associa

Invitation Homes Inc. – Assignment and Assumption Agreement (November 20th, 2017)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this Assignment Agreement) is made and entered into as of November 16, 2017 by and between IH Merger Sub, LLC, a Delaware limited liability company (Assignor), and Invitation Homes Inc., a Maryland corporation (Assignee).

Assignment and Assumption Agreement (November 20th, 2017)

This Assignment and Assumption Agreement (this Assignment Agreement) is dated as of September 29, 2017 (the Effective Date), by and between Black Knight Financial Services, Inc., a Delaware corporation (Assignor) and Black Knight, Inc., a Delaware corporation (Assignee).

IMH Financial Corp – Mezzanine Assignment and Assumption Agreement (November 20th, 2017)

THIS MEZZANINE ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made as of the 6th day of November, 2017 (the "Funding Date"), among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 ("Assignor") and IMH ONE WESTCHASE MEZZ, LLC, a Delaware limited liability company, having an address at c/o IMH Financial Corporation, 7001 N. Scottsdale Rd., Suite 2050, Scottsdale, Arizona 85253 ("Assignee").

FTD Companies, Inc. – Assignment and Assumption Agreement (November 9th, 2017)

Assignment and Assumption Agreement (this "Agreement"), dated as of August 28, 2017, by and among General Communication, Inc., an Alaska corporation (which will be renamed GCI Liberty, Inc. in connection with the transactions contemplated by the Reorganization Agreement (as defined below)) ("Splitco"), Liberty Interactive Corporation, a Delaware corporation ("Liberty"), Liberty Interactive LLC, a Delaware limited liability company and wholly-owned subsidiary of Liberty ("LI LLC"), Ventures Holdco, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Liberty ("Ventures Holdco"), and FTD Companies, Inc. (the "Company"), a Delaware corporation.

Flamel Technologies S.A. – Renaissance Agreements Assignment and Assumption Agreement (November 9th, 2017)

This Renaissance Agreements Assignment and Assumption Agreement (this "Agreement") is made as of September 1, 2017 by and between SERENITY PHARMACEUTICALS, LLC, a limited liability company organized under the laws of Delaware ("Licensor"), with offices at 105 Hawk Court, Milford, PA 18327, and AVADEL SPECIALTY PHARMACEUTICALS, LLC, a limited liability company organized under the laws of Delaware ("Licensee"), with offices at16640 Chesterfield Grove Road, Suite 200, Chesterfield, MO 63005. Assignor and Assignee are each sometimes referred to herein individually as a "Party" and collectively as the "Parties".