Assignment and Assumption of Agreements Clause Samples

Assignment and Assumption of Agreements. Effective as of the TCEH Effective Date, the rights and obligations of the Agreement Party under each of the applicable Agreements are hereby transferred and assigned from the applicable Agreement Parties to OpCo, and OpCo hereby accepts such transfer and assignment. By virtue of such assignment and assumption, OpCo hereby possesses all rights and obligations of the applicable Agreement Parties under each of the Agreements. Effective as of the TCEH Effective Date, OpCo hereby assumes full responsibility for the performance of all obligations of the Agreement Party under each of the applicable Agreements. EFH, the Agreement Party and OpCo shall reasonably cooperate with each other to cause each of the Contributed Plans and Agreements to be amended, as necessary, to reflect the assignment, transfer and assumption evidenced hereby. To the extent that the transfer, acceptance and assignment of any of the Agreements require the consent of an individual employee, affiliate or third party, as applicable, the parties shall reasonably cooperate to obtain such consent.

Assignment and Assumption of Agreements. Effective as of the Effective Time, AINC hereby assigns and delegates to New Holdco, and New Holdco hereby assumes and agrees to perform, all rights and obligations of AINC pursuant to the AINC Plan, under each option agreement relating to AINC Stock Options outstanding under the AINC Plan immediately prior to the Effective Time and under each AINC Deferred Compensation Obligation outstanding immediately prior to the Effective Time. Effective as of the Effective Time, New Holdco shall become the successor issuer of securities under the AINC Plan in accordance with Rule 12g-3 under the Exchange Act solely for purposes of the Exchange Act and in accordance with Rule 414 under the Securities Act solely for purposes of the Securities Act and shall, as soon as practicable following the Effective Time, file a post-effective amendment to each existing registration statement on Form S-8 covering the AINC Plan, pursuant to which New Holdco as successor to AINC shall expressly adopt such registration statements on Form S-8 as its own in accordance with Rule 414 under the Securities Act.

Assignment and Assumption of Agreements. Licensor entered into certain licensing and consulting agreements that relate to the Technology as set forth on Schedule 2.3 (the “Assigned Agreements”). Subject to Article 11.5.4 hereof, Licensor hereby assigns or otherwise transfers, as of the Effective Date, and the Company hereby assumes, all of Licensor’s rights, obligations and responsibilities under the Assigned Agreements following the Effective Date. Notwithstanding the foregoing, the parties acknowledge that, by this Agreement, the Licensor is not assigning, and the Company is not assuming, any indemnification or other liabilities or obligations under the Assigned Agreements with respect to any matters occurring prior to the Effective Date or that relate to the acts and omissions of Licensor, and that all liabilities and obligations under the Assigned Agreements that arose prior to the Effective Date or with respect to the acts or omissions of Licensor shall be the sole responsibility of the Licensor, unless otherwise specifically agreed upon within this Agreement.

Assignment and Assumption of Agreements. Effective as of the Effective Time, Existing Parent hereby assigns to New Parent, and New Parent hereby assumes and agrees to perform, all obligations of Existing Parent pursuant to the Existing Parent Plans and each stock option agreement, stock appreciation right award agreement, performance unit award agreement, restricted stock award agreement, restricted stock unit award agreement and performance-based restricted stock unit award agreement evidencing an outstanding Existing Parent Award under the Existing Parent Plans. Effective as of the Effective Time, New Parent shall become the successor issuer of securities under the Existing Parent Plans and shall, as soon as practicable following the Effective Time, file a post-effective amendment to each existing S-8 registration statement covering the Existing Parent Plans, pursuant to which New Parent as successor to Existing Parent shall expressly adopt such S-8 registration statements as its own in accordance with Rule 414 issued under the Securities Act.

Assignment and Assumption of Agreements. Seller will assign the agreements listed on Exhibit B to Buyer, and ▇▇▇▇▇ will assume all rights and obligations under said agreements.

Assignment and Assumption of Agreements. Effective as of the Effective Time, A&B hereby assigns to A&B REIT Holdings, and A&B REIT Holdings hereby assumes and agrees to perform, all obligations of A&B pursuant to the A&B Plan and each stock option agreement, performance share unit agreement and restricted stock unit agreement evidencing an outstanding A&B Award under the A&B Plan. Effective as of the Effective Time, A&B REIT Holdings shall become the successor issuer of securities under the A&B Plan and shall, as soon as practicable following the Effective Time, file a post-effective amendment to each existing S-8 registration statement covering the A&B Plan, pursuant to which A&B REIT Holdings as successor to A&B shall expressly adopt such S-8 registration statements as its own in accordance with Rule 414 issued under the Securities Act.

Assignment and Assumption of Agreements. Effective as of the Effective Time, Ashland hereby assigns to Ashland Global, and Ashland Global hereby assumes and agrees to perform, all obligations of Ashland pursuant to the Ashland Plans and each stock option agreement, stock appreciation right award agreement, performance unit (LTIP) award agreement, restricted stock award agreement, restricted stock equivalent award agreement, restricted stock unit award agreement and performance-based restricted stock award agreement evidencing an outstanding Ashland Award under the Ashland Plans. Effective as of the Effective Time, Ashland Global shall become the successor issuer of securities under the Ashland Plans and shall, as soon as practicable following the Effective Time, file a post-effective amendment to each existing S-8 registration statement covering the Ashland Plans, pursuant to which Ashland Global as successor to Ashland shall expressly adopt such S-8 registration statements as its own in accordance with Rule 414 issued under the Securities Act.

Assignment and Assumption of Agreements. MLFC hereby instructs the Trust to assign to MLFC all right, title, interest and obligations of the Trust in, to and under the Original Funding Agreement, the Related Documents, the Lease, the Subleases and the Residual Support Agreement. The parties hereto hereby acknowledge and consent to the above instruction, and the Trust hereby effects such assignment to MLFC. MLFC hereby accepts such assignment, assumes all such obligations arising on or after the date hereof and agrees hereafter to keep and perform all of the covenants, obligations arising on or after the date hereof and agreements of the Trust under said documents on and subject to the terms and conditions thereof, including but not limited to as borrower under the Original Funding Agreement, as lessor under the Lease (as modified by Article IV hereof) and as account party under the Residual Support Agreement.

Assignment and Assumption of Agreements dated as of June 19, 1993 between Marriott Corporation and Marriott Hotel Services, Inc.