Assignment of Liabilities Clause Samples

Assignment of Liabilities. The Lender may, from time to time, whether before or after any discontinuance of this Guaranty, without notice to Guarantor, assign or transfer any or all of the Liabilities or any interest therein; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Liabilities shall be and remain Liabilities for the purposes of this Guaranty, and each and every immediate and successive assignee or transferee of any of the Liabilities or of any interest therein shall, to the extent of the interest of such assignee or transferee in the Liabilities, be entitled to the benefits of this Guaranty to the same extent as if such assignee or transferee were the Lender; provided, however, that, unless the Lender shall otherwise consent in writing, the Lender shall have an unimpaired right, prior and superior to that of any such assignee or transferee, to enforce this Guaranty, for the benefit of the Lender, as to those of the Liabilities which the Lender has not assigned or transferred.

Assignment of Liabilities. If at any time or times by sale, assignment, negotiation, pledge, or otherwise, Lender transfers any or all of the indebtedness or instruments secured hereby, such transfer shall, unless otherwise specified in writing, carry with it Lender’s rights and remedies hereunder with respect to such indebtedness or instruments transferred, and the transferee shall become vested with such rights and remedies whether or not they are specifically referred to in the transfer. If and to the extent Lender retains any of such indebtedness or instruments, Lender shall continue to have the rights and remedies herein set forth with respect thereto.

Assignment of Liabilities. If at any time or times by sale, assignment, negotiation, pledge, or otherwise, Grantee transfers any or all of the indebtedness or instruments secured hereby, such transfer shall, unless otherwise specified in writing, carry with it Grantee's rights and remedies hereunder with respect to such indebtedness or instruments transferred, and the transferee shall become vested with such rights and remedies whether or not they are specifically referred to in the transfer. If and to the extent Grantee retains any of such indebtedness or instruments, Grantee shall continue to have the rights and remedies herein set forth with respect thereto.

Assignment of Liabilities. The Agent or any Bank may, from time to ------------------------- time to the extent permitted under the Loan Agreement, without notice to the undersigned (or any of them), assign or transfer any or all of the Liabilities or any interest therein; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Liabilities shall be and remain Liabilities for the purposes of this guaranty, and each and every immediate and successive assignee or transferee of any of the Liabilities or of any interest therein shall, to the extent of the interest of such assignee or transferee in the Liabilities, be entitled to the benefits of this guaranty to the same extent as if such assignee or transferee were the Agent or such Bank.

Assignment of Liabilities. The Lender may, from time to time, whether before or after any discontinuance of this Guaranty, without notice to the Guarantor, assign or transfer any or all of the Liabilities or any interest therein subject to and in accordance with the terms of the Construction Loan Agreement and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Liabilities shall be and remain Liabilities for the purposes of this Guaranty, and each and every immediate and successive assignee or transferee of any of the Liabilities or of any interest therein shall, to the extent of the interest of such assignee or transferee in the Liabilities, be entitled to the benefits of this Guaranty to the same extent as if such assignee or transferee were a Lender.

Assignment of Liabilities. The Bank may, from time to time to the ------------------------- extent permitted under the Loan Agreement, without notice to the undersigned (or any of them) assign or transfer any or all of the Liabilities or any interest therein; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Liabilities shall be and remain Liabilities for the purposes of this guaranty, and each and every immediate and successive assignee or transferee of any of the Liabilities or any interest therein shall, to the extent of the interest of such assignee or transferee in the Liabilities, be entitled to the benefits of this guaranty to the same extent as if such assignee or transferee were the Bank.

Assignment of Liabilities. 3.1 Liabilities to be Paid Off at Closing or Assumed by Purchaser. --------------------------------------------------------------------- A. At the Closing, Purchaser shall assume and pay off or discharge (or pay to Seller, who will discharge) when due (and secure the release of Seller and Member from any and all personal liability or guaranty with respect to such obligation), the following: (i) Sellers obligation to FirstMerit Bank, N.A. under a credit facility, the outstanding amount of which on July 31, 2002 is Two Hundred Thirty-Five Thousand Dollars ($235,000.00), plus accrued interest, and as of the Closing Date is $235,397.61, which is collateralized by a security interest in Sellers assets; (ii) All of the trade accounts payable of the Seller relating to the Business incurred in the ordinary course of business consistent with Sellers prior practices, the outstanding amount of which is $4,670.75 on July 31, 2002, and as may be incurred, increased or decreased since July 31, 2002 to the Pro Forma Balance Sheet for operations in the ordinary course of business or any other transaction provided by this Agreement, and subject to the satisfaction of the Net Asset Amount requirement set forth in Section 4.1(d) as of the Closing Date. (iii) All of the obligations and liabilities of Seller arising after the Closing under the contracts described in Section 2.2 and the Leases described in Section 2.4. The Assumed Liabilities to be paid off as set forth in Section 3.1 A. (i)-(ii), as may be incurred, increased or decreased since the July 31, 2002 Pro Forma Balance Sheet to the Pro Forma Balance Sheet for operations in the ordinary course of business or any other transaction permitted by this Agreement, and subject to the satisfaction of the Net Asset Amount requirement set forth in Section 4.1(d) as of the Closing Date. It is intent of the parties that Purchaser shall pay off at Closing, or assume and pay off or discharge when due, all obligations of Seller set forth in Section 3.1.A above for which the Member has personal liability and Purchaser agrees to use its best efforts to secure the release of such Member from such liability after the Closing if such releases are not secured prior to Closing. B. Purchaser shall pay to Seller at Closing, the sum of Twenty-Four Thousand Three Hundred Five Dollars and Fifty-Seven Cents ($24,305.57), which represents the amount of Seller's accrued payroll and taxes and accrued travel and entertainment expenses as of August ...

Assignment of Liabilities. Seller hereby assigns to Buyer the Assumed Liabilities.

Assignment of Liabilities. Subject to the terms and conditions of the Asset Purchase Agreement, Seller hereby conveys, assigns, delivers and otherwise transfers to Purchaser all of the Assumed Liabilities, and hereby delegates all duties and obligations of Seller thereunder to Purchaser, subject to the terms and conditions of the Asset Purchase Agreement.