Assignment and Assumption of Assumed Agreements Sample Clauses

Assignment and Assumption of Assumed Agreements. On the terms and subject to the conditions set forth in this Agreement, effective as of the Closing, Sellers shall assign to Purchaser and Purchaser shall assume all of Sellers' rights under the Assumed Agreements, and (a) in the case of Assumed Agreements other than the Interconnection Contracts, all of Sellers' obligations arising after the Closing under such Assumed Agreements, and (b) in the case of Interconnection Contracts, all of Sellers' obligations under the Interconnection Contracts, other than (x) any refund liability of GenWest in connection with the proceedings on remand from the United States Court of Appeals for the D.C. Circuit in FERC Docket No. ER02-1913 or a subsequent ruling by FERC or a court on this issue, except for that portion of such liability for which SNWA is responsible under the Co-Tenancy Agreement, and (y) any refund liability of GenWest to SCE pursuant to paragraph 31 of the 2003 Settlement Agreement and the Amended and Restated 2003 Settlement Agreement, with respect to refunds received by GenWest, except for that portion of such liability for which SNWA is responsible under the Co-Tenancy Agreement. For the avoidance of doubt, (i) with respect to indemnity obligations under Assumed Agreements, other than Interconnection Contracts as provided above, Purchaser shall only assume liability for events that occur after the Closing, and (ii) Purchaser shall not be deemed to assume any Liabilities of Sellers pursuant to this Agreement or the transactions contemplated hereby, except as set forth in this Section 2.1.2.
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Assignment and Assumption of Assumed Agreements. On the terms and subject to the conditions set forth in this Agreement effective as of the Closing, Sellers shall assign to Purchaser and Purchaser shall assume all of the rights under the Assumed Agreements and all obligations arising after the Closing under the Assumed Agreements.
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Related to Assignment and Assumption of Assumed Agreements

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Buyer.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, ▇▇▇ hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;