Assignment And Assumption Agreement Sample Contracts

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");

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".

Select Energy Services, Inc. – Assignment and Assumption Agreement (November 2nd, 2017)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement) is made as of November 1, 2017, by and between Rockwater Energy Solutions, Inc., a Delaware corporation (Assignor), and Select Energy Services, Inc., a Delaware corporation (Assignee).

BP Midstream Partners LP – Contribution, Assignment and Assumption Agreement (November 1st, 2017)

This Second Amended and Restated Limited Liability Company Agreement of Mardi Gras Transportation System Company LLC (the Company), dated effective as of , 2017 (the Effective Date), is entered into by and between The Standard Oil Company, an Ohio corporation (Standard Oil), BP Pipelines (North America) Inc., a Maine corporation (BP Pipelines), and BP Midstream Partners LP, a Delaware limited partnership (BPMP). Standard Oil, BP Pipelines and BPMP are each referred to herein as, a Member and collectively, as Members of the Company. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Westmoreland Coal Company – Assignment and Assumption Agreement (October 31st, 2017)

This Assignment and Assumption Agreement (this "Assignment") is dated as of September 29, 2017 but effective as of October 1, 2017 (the "Effective Date") and is entered into by and among BP Energy Company, a Delaware corporation ("BPEC"), Westmoreland Energy, LLC, a Delaware limited liability company ("WE"), Westmoreland Partners, a Virginia partnership ("WP") and Virginia Electric and Power Company, a Virginia public service corporation ("VEPCO"). Each of BPEC, WE, WP and VEPCO are a "Party" and are, collectively, the "Parties."

Smartmetric Inc – Assignment and Assumption Agreement (October 13th, 2017)

This Assignment and Assumption Agreement (this Agreement ) is made as of September 3, 2013 by and between SmartMetric, Inc., a Nevada corporation ( Assignee ), and Applied Cryptography, Inc., a Nevada corporation ( Assignor ).

Novume Solutions, Inc. – Assignment and Assumption Agreement (October 3rd, 2017)

This Assignment and Assumption Agreement (this "Assignment"), dated as of October 1, 2017, is by and between KeyStone Solutions, LLC, a Delaware limited liability company ("Assignor"), as successor of KeyStone Solutions, Inc., a Delaware corporation ("KSI"), and Novume Solutions, Inc., a Delaware corporation ("Assignee").

Veritex Holdings, Inc. – Assignment and Assumption Agreement (August 1st, 2017)

This Assignment and Assumption Agreement (the "Assumption Agreement") is made and entered as of the 1st day of August, 2017, by and among Veritex Holdings, Inc., a Texas corporation and registered bank holding company with its principal offices in Dallas, Texas ("Buyer"), Spartan Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), and Sovereign Bancshares, Inc., a Texas corporation and registered bank holding company with its principal offices in Dallas, Texas ("Seller").

New England Realty Associates Limited Partnershi – Assignment and Assumption Agreement (July 11th, 2017)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this Assignment) is executed as of this day of July, 2017, by and between Michael F. Iodice, Jr., Trustee of the M.J. Realty Trust II u/d/t dated November 14, 1980 and recorded with the Middlesex South District Registry of Deeds in Book 15893, Page 382, and filed with said Middlesex Registry District of the Land Court as Document No. 604171, as amended (Assignor) and Woodland Park Partners, LLC, a Delaware limited liability company (Assignee).

Capitol Acquisition Holding Co Ltd. – Assignment and Assumption Agreement (July 6th, 2017)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered into and effective as of June 29, 2017 by and among Capitol Acquisition Corp. III, a Delaware corporation ("Capitol"), Capitol Acquisition Holding Company Ltd., an exempted company incorporated in the Cayman Islands with limited liability (to be renamed "Cision, Ltd." effective as the Closing (as defined below)) ("Holdings"), and Continental Stock Transfer & Trust Company, a New York corporation ("Continental").

United Realty Trust Inc – Assignment and Assumption Agreement (June 30th, 2017)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of the 26th day of June, 2017, by and between First Capital Real Estate Operating Partnership, L.P., a Delaware limited partnership ("Assignor"), First Capital Real Estate Trust Incorporated ("Assignor Parent" and, together with the Assignor, the "Assignor Parties"), FC Global Realty Operating Partnership, LLC, a Delaware limited liability company ("Assignee") and PhotoMedex Inc., a Nevada corporation ("Assignee Parent" and, together with the Assignee, the "Assignee Parties").

Assignment and Assumption Agreement (June 28th, 2017)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of the 26th day of June, 2017, by and between First Capital Real Estate Operating Partnership, L.P., a Delaware limited partnership ("Assignor"), First Capital Real Estate Trust Incorporated ("Assignor Parent" and, together with the Assignor, the "Assignor Parties"), FC Global Realty Operating Partnership, LLC, a Delaware limited liability company ("Assignee") and PhotoMedex Inc., a Nevada corporation ("Assignee Parent" and, together with the Assignee, the "Assignee Parties").

Frontier Group Holdings, Inc. – Dated as of December 16, 2016 AMENDMENT AGREEMENT NO. 3 TO ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN VERTICAL HORIZONS, LTD. As Buyer - And FRONTIER AIRLINES, INC. As Customer - And - AIRBUS S.A.S. As Airbus Relating to the PDP Financing of Nineteen (19) A321ceo, Two (2) A320ceo and Forty-Nine (49) A320neo Aircraft (May 23rd, 2017)
Frontier Group Holdings, Inc. – Frontier Airlines, Inc. As Customer and Vertical Horizons, Ltd. As Buyer and Airbus S.A.S. As Airbus Assignment and Assumption Agreement Purchase Agreements Five (5) Airbus A320neo Aircraft and Nine (9) Airbus A321ceo Aircraft (May 23rd, 2017)

AIRBUS S.A.S., a societe par actions simplifiee, created and existing under French law having its registered office at 1, rond-point Maurice Bellonte, 31700 Blagnac, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the Seller);

Frontier Group Holdings, Inc. – Dated as of August 11, 2015 AMENDMENT AGREEMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN VERTICAL HORIZONS, LTD. As Buyer and FRONTIER AIRLINES, INC. As Customer - And - AIRBUS S.A.S. As Airbus Relating to the PDP Financing of Nineteen (19) A321ceo, Two (2) A320ceo and Fifteen (15) A320neo Aircraft (May 23rd, 2017)
Assignment and Assumption Agreement (May 19th, 2017)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of the 17th day of May, 2017, by and between First Capital Real Estate Operating Partnership, L.P., a Delaware limited partnership ("Assignor"), First Capital Real Estate Trust Incorporated ("Assignor Parent"), FC Global Realty Operating Partnership, LLC, a Delaware limited liability company ("Assignee") and PhotoMedex Inc., a Nevada corporation ("Assignee Parent").

Rvb Holdings Ltd – Assignment and Assumption Agreement (May 16th, 2017)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and Assumption Agreement") is made and effective as of this 17th day of July 2016, by each of Aviv Tzidon of Slozisty 50 street Tel-Aviv, Israel, and by Magic Stone - Gemstone Import and Marketing Ltd., a company organized under the laws of the State of Israel (each a "Assignor", and collectively, the "Assignors") and Eviation Tech Ltd., a company under the law of Israel having ID # 515443182 (the "Assignee")

Assignment and Assumption Agreement (May 15th, 2017)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (Agreement) is made on the 10th day of May 2017 between and among F.N.B. Corporation, a Pennsylvania corporation (the Corporation), Computershare Trust Company, N.A., as successor-in-interest to Registrar and Transfer Company (Computershare) and The Bank of New York Mellon (BNY Mellon).

Capitol Acquisition Holding Co Ltd. – Assignment and Assumption Agreement (May 15th, 2017)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered into and effective as of __________, 2017 by and among Capitol Acquisition Corp. III, a Delaware corporation ("Capitol"), Capitol Acquisition Holding Company Ltd., an exempted company incorporated in the Cayman Islands with limited liability (to be renamed "[Cision, Ltd.]" effective as the Closing (as defined below)) ("Holdings"), and Continental Stock Transfer & Trust Company, a New York corporation ("Continental").