Agreement and Assumption Sample Clauses
The Agreement and Assumption clause establishes that the parties formally accept and agree to the terms and obligations set forth in the contract. In practice, this clause typically requires each party to acknowledge their understanding of the agreement and to assume responsibility for fulfilling their respective duties, such as payment, performance, or compliance with specific requirements. Its core function is to ensure that all parties are legally bound by the contract and cannot later claim ignorance of its terms, thereby providing clarity and reducing the risk of disputes over mutual obligations.
Agreement and Assumption. (a) Assignor hereby conveys, transfers and assigns unto Assignee, its successors and assigns, all right, title and interest, as of the date hereof, which Assignor has or may have in and to (i) all leases, written or oral, and tenancies with tenants with respect to all or any portion of the Project (the "Tenant Leases") and (ii) all assignable maintenance and service contracts, supply contracts, insurance policies (to the extent that Assignee elects to assume them) and other assignable agreements, contracts and contract rights relating to the ownership or operation of the Project, or any part thereof (the "Project Contracts") and (iii) all assignable leases of equipment, vehicles and other tangible personal property leased by Assignor and used by Assignor in connection with the ownership and operation of the Project (the "Personal Property Leases").
(b) Assignee hereby accepts the foregoing assignment and agrees to keep, perform and observe (i) all of the obligations, terms and conditions of the Tenant Leases, the Project Contracts and the Personal Property Leases, first arising from and after or relating to any period of time after the date of this Agreement and (ii) all obligations and liabilities under the Tenant Leases relating to the tenant deposits (including, without limitation, security deposits) and prepaid rent.
Agreement and Assumption. Assigner hereby assigns, transfers and conveys to Assignee, and Assignee hereby accepts, all of Assignor's rights, title and interest in, under and to the Sublease and the Premises. Assignee ▇▇▇▇▇▇ accepts this assignment and assumes and agrees to keep, perform and fulfill, as a direct obligation to Sublessor and for the benefit of Assignor, all of the terms, covenants, conditions and obligations required to be kept, performed and fulfilled by the "Sublessee" under the Sublease accruing from and after the Effective Date.
Agreement and Assumption. Subject to the terms of the Commercialization Agreement, Depomed hereby assigns to Santarus, and Santarus hereby accepts and assumes all of Depomed’s rights, obligations, title and interest in, to and under the Assigned Agreements. From and after the Effective Date, except as otherwise set forth in the Commercialization Agreement, Depomed shall have no further liabilities or obligations under the Assigned Agreements. The parties shall indemnify each other in connection with any claims arising out of or in connection with the Assigned Agreements as and to the extent provided in the Commercialization Agreement.
Agreement and Assumption. Subject to the terms of the License Agreement, S2 hereby assigns to Santarus, and Santarus hereby accepts and assumes all of S2’s rights, obligations, title and interest in, to and under the Patheon Agreements. From and after the Effective Date, S2 shall have no further liabilities or obligations under the Patheon Agreements other than any liabilities or obligations for any claim by Patheon arising out of or in connection with the Patheon Agreements from activities prior to the Effective Date, except for those obligations described on Schedule 2.8(a) of the License Agreement assumed by Santarus in accordance with the terms and conditions of the License Agreement. S2 shall indemnify Santarus in connection with any such claims arising out of or in connection with the Patheon Agreements from activities prior to the Effective Date in accordance with Section 11.1(b) of the License Agreement. Santarus shall indemnify S2 in connection with any claims arising out of or in connection with the Patheon Agreements from activities following the Effective Date in accordance with Section 11.1(c) of the License Agreement.