An Assignment and Assumption Clause Samples
An Assignment and Assumption clause defines the process by which one party transfers its rights and obligations under a contract to another party. Typically, this clause outlines the conditions under which such a transfer is permitted, such as requiring the consent of the non-transferring party or specifying the procedures for notifying all involved parties. Its core practical function is to ensure that contractual duties and benefits can be reassigned in an orderly and transparent manner, thereby providing flexibility while protecting the interests of all parties to the agreement.
An Assignment and Assumption of Leases (the "Assignment of Leases"), duly executed and acknowledged by Seller, in the form of Exhibit C.
An Assignment and Assumption. Agreement in the form of Exhibit E effectuating the assignment and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement");
An Assignment and Assumption of Special Rights shall be executed and delivered by Buyer and Seller in the form attached hereto as Exhibit K.
An Assignment and Assumption of Lease Agreement, fully executed by Buyer, pursuant to which Buyer shall assume Seller's future obligations under the Lease Agreement;
An Assignment and Assumption. Agreement for assignment and assumption of the Assumed Contracts as provided in this Agreement and in the form of Exhibit "D" attached hereto ("Assignment and Assumption Agreement");
An Assignment and Assumption of Lease, assigning to Buyer the landlord's interest in and to the Lease, free and clear of liens, claims or encumbrances, in a form to be mutually agreed upon by the parties prior to the expiration of the Inspection Period, fully executed and acknowledged by Seller, accompanied by the original Lease and original Amendments thereto, if any;
An Assignment and Assumption. Agreement in the form of Exhibit C effectuating the assignment and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement").
An Assignment and Assumption of Ground Lease with respect to each of the Ground Leases, duly executed by each of the respective Ground Lessees.
An Assignment and Assumption of Landlord's Interest in Leases, in the form annexed hereto as Exhibit 4.
An Assignment and Assumption of Lease and the Guaranty document providing, inter alia, that Seller has good and indefeasible title to the Lease free and clear of all liens and encumbrances except the Permitted Exceptions, and a mutual indemnification of Buyer and Seller, respectively, for lessor obligations under the Lease, pre and post closing, respectively. The form of said Assignment and Assumption Agreement shall be negotiated in good faith between the parties during the Due Diligence Period, and failure to agree on the form of the same shall be grounds for either party to terminate this Agreement.