Assumption by Transferee Sample Clauses

Assumption by Transferee. Any transferee to whom Shares may be Transferred pursuant to this Agreement shall take such Shares subject to all of the terms and conditions of this Agreement and shall not be considered to have title thereto until said transferee shall have accepted and assumed the terms and conditions of this Agreement by executing a joinder agreement, in substantially the form of Exhibit A, to that effect delivered to the Company, at which time such transferee shall succeed to all rights of his transferor except as such rights may be otherwise limited by other provisions of this Agreement, the Certificate of Incorporation or the Bylaws.
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Assumption by Transferee. Any transferee to whom all or any part of a Membership Interest may be Transferred in accordance with Section 9.1(b) shall take such Membership Interest subject to all of the terms and conditions of this Agreement and shall not be considered to have title thereto until said transferee shall have accepted and assumed the terms and conditions of this Agreement by a written agreement to that effect delivered to the Members, at which time, if the proper consents have been obtained, such transferee shall be admitted as a substitute Member and shall succeed to all rights of his transferor.
Assumption by Transferee. Upon becoming a Warrantholder in accordance with the provisions of this Indenture, the transferee thereof shall be deemed to have acknowledged and agreed to be bound by this Indenture. Upon the registration by the Warrant Agent of such transferee as the holder of a Warrant, the transferor thereof shall cease to have any further rights under this Indenture with respect to such Warrant or any Common Shares to be issued on exercise.
Assumption by Transferee. Each Assignee shall assume all obligations of Licensee under this Master License and shall be and remain liable jointly and severally with Licensee for the payment of the Rent and additional charges, and for the performance of all of the terms, covenants, conditions and agreements herein contained on Licensee's part to be performed. No Assignment shall be binding on City unless Licensee or Assignee shall deliver to City evidence satisfactory to City that it has obtained all permits, licenses, or other approvals required to operate as a wireless telecommunications service provider on the Premises, a counterpart of the Assignment (or other document reasonably satisfactory to the City in the event of an Assignment permitted under Section 17.6 (Permitted Assignment)) and an instrument in recordable form that contains a covenant of assumption by such Assignee satisfactory in substance and form to City, and consistent with the requirements of this Section. However, the failure or refusal of such Assignee to execute such instrument of assumption shall not release such Assignee from its liability as set forth above. Except for a permitted Assignment as provided in Section 17.6, Licensee shall reimburse City on demand for any reasonable costs that may be incurred by City in connection with any proposed Assignment, including, without limitation, the costs of making investigations as to the acceptability of the proposed Assignee and legal costs incurred in connection with the granting of any requested consent.
Assumption by Transferee. Any Transfer, whether made with Landlord’s consent pursuant to § 17.1 or without Landlord’s consent pursuant to § 17.1.1, shall be made only if, and shall not be effective until, the assignee or subtenant shall execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord under which the assignee or transferee shall assume the obligations of this Lease on the part of Tenant to be performed or observed, from and after the date of Transfer, and whereby the assignee or transferee shall agree that the provisions in § 17.1 shall, notwithstanding such Transfer, continue to be binding upon it in respect of all future Transfers. The original named Tenant covenants that, notwithstanding any Transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Base Rent and/or Additional Rent by Landlord from an assignee, transferee, or any other party, the original named Tenant shall remain fully liable for the payment of the Base Rent and Additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed.
Assumption by Transferee. ‌ Each Assignee shall assume all obligations of Licensee under this Master License and each assigned Pole License and will be and remain liable jointly and severally with Licensee for all obligations to be performed by Licensee. No Assignment will be binding on the City unless Licensee or the Assignee delivers to the City evidence satisfactory to the City that the Assignee has obtained all Regulatory Approvals required to operate as a wireless telecommunications service provider on the assigned License Area, a copy of the assignment agreement (or other document reasonably satisfactory to the City in the event of a Permitted Assignment under Section 16.6 (Permitted Assignment)), and an instrument in recordable form that contains a covenant of assumption by such Assignee satisfactory in substance and form to the City, consistent with the requirements of this Article. However, the failure or refusal of an Assignee to execute such instrument of assumption will not release such Assignee from its liability as set forth in this Section. Except for a Permitted Assignment as provided in Section 16.6 (Permitted Assignment), Licensee shall reimburse the City on demand for any reasonable costs that the City incurs in connection with any proposed Assignment, including the costs of investigating the acceptability of the proposed Assignee and legal costs incurred in connection with considering any requested consent. The City agrees that its right to reimbursement under this Section during the Term will be limited to $2,000 for each request.
Assumption by Transferee. Each assignee, other than Landlord, shall assume all obligations of Tenant arising after the date of the transfer under this Lease, as provided in this Paragraph 11(i), and shall be and remain liable jointly and severally with Tenant for the payment of Base Rent and Additional Charges, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the Term. Any Sublease or Assignment shall expressly provide that if this Lease terminates, the subtenant or assignee will attorn to and become the tenant of the Landlord at the option of Landlord if Landlord elects to recognize such assignment or sublease upon such termination. Any Sublease shall be subject and subordinate to this Lease. Each Assignment and Sublease shall provide that the assignee or subtenant shall not take any action which would cause Tenant to be in default of its obligations under this Lease. If this Lease is assigned, Landlord may collect rent directly from the assignee. If all or part of the Premises is subleased and Tenant defaults, Landlord may collect Rent directly from each sublessee, and if it does so, Landlord shall then apply the amount collected from each sublessee to Tenant's monetary obligations under this Lease. No Assignment shall be binding on Landlord unless the assignee or Tenant delivers to Landlord a counterpart of the Assignment and an instrument that contains a covenant of assumption by the assignee satisfactory in substance and form to Landlord, consistent with the requirements of this Paragraph 11(i), but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge the assignee from its liability as set forth above.
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Assumption by Transferee. Any Transfer, whether made with Landlord’s consent pursuant to § 17.1 or without Landlord’s consent pursuant to § 17.1.1, shall be made only if, and shall not be effective until, the assignee or subtenant shall execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord under which the assignee or transferee shall assume the obligations of this Lease on the part of Tenant to be performed or observed, from and after the date of Oyster Point Marina Plaza Office Lease Kashiwa Fudosan America, Inc. :: Novacea, Inc. [Suite 200 (400 OPB) ;25,288 rsf] Transfer, and whereby the assignee or transferee shall agree that the provisions in § 17.1 shall, notwithstanding such Transfer, continue to be binding upon it in respect of all future Transfers. The original named Tenant covenants that, notwithstanding any Transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Base Rent and/or Additional Rent by Landlord from an assignee, transferee, or any other party, the original named Tenant shall remain fully liable for the payment of the Base Rent and Additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed.
Assumption by Transferee. All Transferees shall be required to assume in writing (the “Assumption Agreement”), the outstanding obligations of the Buyer to Seller under this Agreement. The form of the Assumption Agreement must be reasonably acceptable to Seller. Within 30 days after the effective date of any Transfer, Buyer (or the Transferee) shall deliver to Seller a copy of the Assumption Agreement, executed by Buyer and the Transferee.
Assumption by Transferee. Upon becoming a Warrantholder in accordance with the provisions of this Indenture, the transferee thereof shall be deemed to have acknowledged and agreed to be, bound by this Indenture. Upon the registration by the Trustee of such transferee as the holder of a Warrant, the transferor thereof shall cease to have any further rights under this Indenture with respect to such Warrant or any Common Shares to be issued on exercise.
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