Assignment and Assumption of the Assumed Contracts Clause Samples

The "Assignment and Assumption of the Assumed Contracts" clause defines the process by which one party transfers its rights and obligations under certain specified contracts to another party. In practice, this clause identifies which contracts are being assigned, outlines the responsibilities of both the assignor and assignee, and may require the consent of the other parties to those contracts. Its core function is to ensure a clear and legally effective transfer of contractual duties and benefits, thereby facilitating smooth transitions in transactions such as asset sales or mergers.
Assignment and Assumption of the Assumed Contracts. Without limiting Sections 1.1(a) and 1.3(a), (i) at the Closing, but effective as of the Effective Time, the applicable Seller(s) shall assume pursuant to section 365(a) of the Bankruptcy Code and concurrently assign to the Purchaser pursuant to sections 363(b), (f) and (m) and section 365(f) of the Bankruptcy Code each of the Assumed Contracts that may be assumed pursuant to the Sale Approval Order, and (ii) to the extent contemplated in Section 1.3(a) (and subject to Section 1.4(a)), the Purchaser shall assume and thereafter in due course pay, discharge, perform and fully satisfy all of the obligations under such Assumed Contracts pursuant to section 365 of the Bankruptcy Code from and after the Closing, and shall pay the Cure Costs so that all applicable Assumed Contracts may be assigned to the Purchaser pursuant to section 365 of the Bankruptcy Code.
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Assignment and Assumption of the Assumed Contracts. In respect of the --------------------------------------------------- Assumed Contracts (other than the joint venture agreement with DeBeers in respect of Area 1 of the ▇▇▇▇ Property which has been terminated by the parties thereto): (i) the Vendor has not received any notice of default of any of the terms or provisions of any of the Assumed Contracts; (ii) each of the Assumed Contracts is a good, valid and subsisting agreement in good standing enforceable against each of the parties thereto in accordance with the terms thereof, and all royalties and other payments reserved thereby due and owing have been duly paid by the Vendor and all covenants and conditions therein contained have been duly observed and performed by the Vendor; (iii) each of the Assumed Contracts is in full force and effect, unchanged and unmodified; and (iv) there is no outstanding dispute under any of the Assumed Contracts among the parties thereto and there is no known default on the part of the Vendor thereunder or any other party thereto.
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Assignment and Assumption of the Assumed Contracts. Without limiting Sections 1.1(a)(i) and 1.3(a)(i), (a) as of the Closing, the Seller shall assume pursuant to section 365(a) of the Bankruptcy Code and concurrently assign to the Purchaser pursuant to sections 363(b), (f) and (m) and section 365(f) of the Bankruptcy Code each of the Assumed Contracts that may be assumed pursuant to the Sale Approval Order, and (b) the Purchaser shall assume and thereafter in due course pay, discharge, perform and fully satisfy all of the obligations under such Assumed Contracts pursuant to section 365 of the Bankruptcy Code from and after the Closing, and shall pay the Cure Costs so that all applicable Assumed Contracts may be assigned to the Purchaser pursuant to section 365 of the Bankruptcy Code. After the Closing, with respect to any Contract primarily related to the Business, which is not set forth on Schedule 1.1(a)(i) attached hereto, and provided such Contract has not been rejected by the Sellers pursuant to section 365 of the Bankruptcy Code, upon written notice(s) from the Purchaser, as soon as practicable, the Sellers shall take all actions reasonably necessary to assume and assign to the Purchaser pursuant to section 365 of the Bankruptcy Code any Contract(s) set forth in the Purchaser’s notice(s); provided that any applicable Cure Cost shall be satisfied by the Purchaser at its own cost and expense. Notwithstanding anything in this Agreement to the contrary, on the date any Contract is assumed and assigned to the Purchaser pursuant to this Section 1.12, such Contract shall be deemed an Assumed Contract and deemed scheduled on Schedule 1.1(a)(i), under the appropriate heading for all purposes under this Agreement.
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Assignment and Assumption of the Assumed Contracts. Within twenty (20) days after the Closing Date, the Purchaser may, in its discretion, designate any Contract listed on the Seller Contract Schedule as an Assumed Contract by delivering a list of Assumed Contracts, and, upon receipt of such list, the Sellers shall promptly seek to transfer and assign the Assumed Contracts to the Purchaser pursuant to Section 365 of the Bankruptcy Code, including obtaining Bankruptcy Court approval for such transfer and assignment (the “Assumption Order”), and, in connection with such assignment, the Sellers shall provide for cure of all non-monetary and monetary defaults existing under the Assumed Contracts to the extent required by Section 365(b) of the Bankruptcy Code.
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Related to Assignment and Assumption of the Assumed Contracts

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

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

  • 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 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.