ASSUMPTION AND ASSIGNMENT Sample Clauses
The Assumption and Assignment clause governs the transfer of rights and obligations under a contract from one party to another. Typically, it outlines the conditions under which a party may assign its interests or delegate its duties, such as requiring prior written consent from the other party or specifying exceptions for certain types of assignments, like those related to mergers or affiliates. This clause ensures that all parties are aware of and agree to any changes in who is responsible for performing contractual duties, thereby maintaining control over contractual relationships and preventing unwanted or unapproved transfers.
ASSUMPTION AND ASSIGNMENT. If the Borrowers or the applicable Ground Lessor seeks to reject any Ground Lease or have the Ground Lease deemed rejected, then prior to the hearing on such rejection Lender shall, subject to applicable law, be given no less than twenty (20) days' notice and opportunity to elect in lieu of rejection to have the Ground Lease assumed and assigned to a nominee of Lender. If Lender shall so elect to assume and assign the Ground Lease, then the Borrowers shall, subject to applicable law, continue any request to reject the Ground Lease until after the motion to assume and assign has been heard. If Lender shall not elect to assume and assign the Ground Lease, then Lender may, subject to applicable law, obtain in connection with the rejection of the Ground Lease a determination that the applicable Ground Lessor, at Lender's option, shall (1) agree to terminate the Ground Lease and enter into a new lease with Lender on the same terms and conditions as the Ground Lease, for the remaining term of the Ground Lease, or (2) treat the Ground Lease as breached and provide Lender with the rights to cure defaults under the Ground Lease and to assume the rights and benefits of the Ground Lease. Each Borrower shall join with and support any request by Lender to grant and approve the foregoing as necessary for adequate protection of Lender's interests. Notwithstanding the foregoing, Lender may seek additional terms and conditions, including such economic and monetary protections as it deems reasonably appropriate to adequately protect its interests, and any request for such additional terms or conditions shall not delay or limit Lender's right to receive the specific elements of adequate protection set forth herein. Each Borrower hereby appoints Lender as its attorney in fact to act on behalf of Lender in connection with all matters relating to or arising out of the assumption or rejection of any Ground Lease, in which the other party to the lease is a debtor in a case under the Bankruptcy Code. This grant of power of attorney is present, unconditional, irrevocable, durable and coupled with an interest.
ASSUMPTION AND ASSIGNMENT. SECTION 1.1. Unless otherwise defined in this Omnibus Assignment and Assumption Agreement, all defined terms used herein, including the Recitals hereto, shall have the meanings ascribed to such terms in the Pooling and Servicing Agreement.
(a) For good and valuable consideration, receipt of which is hereby acknowledged, effective as of the date hereof, the Original Seller and Servicer does hereby:
(i) assign all of its right, title and interest, and delegate all of its duties and obligations that are incurred or accrue on or after the date hereof, under the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Indenture, the Transfer and Administration Agreement and the Asset Representation Review Agreement and each other Securitization Agreement to which it is a party, to New Seller and Servicer;
(ii) assign all of its right, title and interest in and to all Class B Notes, Class C Notes and Class D Notes issued and outstanding as of the date hereof to New Seller and Servicer;
(iii) assign all of its right, title and interest in and to the Subordinated Note (as defined in the Receivables Purchase Agreement) to New Seller and Servicer;
(iv) transfer its membership interest in WFB Funding LLC (it being understood that WFB Funding LLC is and shall continue to be the sole owner of the Transferor Interest in the Master Trust and the beneficial interest in the Issuer) to New Seller and Servicer; and
(v) assign all of its right, title and interest in and to all other “Securitization Assets” (as defined in the Purchase Agreement), whether or not expressly referenced above to New Seller and Servicer.
(b) For good and valuable consideration, receipt of which is hereby acknowledged, effective as of the date hereof, the New Seller and Servicer accepts all such assigned right, title and interest, assumes all such duties and obligations and agrees that it shall be substituted for the Original Seller and Servicer under each of the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Indenture, the Transfer and Administration Agreement and the Asset Representation Review Agreement and each other Securitization Agreement to which the Original Seller and Servicer is a party.
(c) Each of the Master Trust Trustee, the Indenture Trustee, the Transferor, the Issuer and ▇▇▇▇▇▇▇ hereby severally (i) acknowledges and consents to the assignment and delegation made above, (ii) acknowledges and agrees that as of the date hereof, the New Seller a...
ASSUMPTION AND ASSIGNMENT. (i) Sellers agree to assign the Assumed Contracts to the applicable members of the Buyer Group as provided in this Section 2(c) and the Final Order;
(ii) Sellers agree to cure all defaults under the Assumed Contracts as of the Closing including, without limitation, payment of any applicable cure amounts, to the extent required pursuant to an order of the Bankruptcy Court to effectuate the valid assignment of the Assumed Contracts;
(iii) In the event a dispute exists as of the Closing between the Sellers and any party to one or more of the agreements listed on Schedule B as to whether such agreement(s) constitutes a “true lease” (requiring cure of defaults and assumption and assignment) or a financing transaction, Sellers agree to obtain a Sale Order providing that the Buyer Group shall receive either transfer of title to the assets described in the agreement(s) listed on Schedule B subject to such dispute, free and clear of all liens, claims and encumbrances pursuant to Section 363 of the Bankruptcy Code or, alternatively, an assignment of such agreement(s) pursuant to Section 365 of the Bankruptcy Code, upon final determination by a court of competent jurisdiction (and pending such determination, Buyer shall be entitled to possession and control of the property subject to such dispute).
(iv) The applicable member of the Buyer Group shall assume and thereafter in due course pay, fully satisfy, discharge and perform all of the obligations under the Assumed Contracts pursuant to Section 365 of the Bankruptcy Code.
ASSUMPTION AND ASSIGNMENT. The Purchase Agreement shall be assumed by the Buyer and, to the extent necessary, assigned to the reorganized Buyer, pursuant to section 365 of the Bankruptcy Code and Section V.A of the Plan, as of the Effective Date. The Sellers shall not assert or seek to recover any cure amounts or adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code, beyond the payments and agreements specifically identified in this Amendment.
ASSUMPTION AND ASSIGNMENT. The Sale Order will approve and authorize the assumption and assignment of the Acquired Contracts to the Purchaser.
ASSUMPTION AND ASSIGNMENT. 60 9.6 Litigation.....................................................................................60 9.7
ASSUMPTION AND ASSIGNMENT. A. Tenant acknowledges that although he may sale his business to another tenant or third party, that any sale of business does not automatically create an assumption and or assignment of this rental agreement; and that he will not assign, transfer, convey, sell, pledge or encumber this Agreement or any of the rights created hereunder or allow the use of the Premises by any other person, without in each instance obtaining prior written consent of the Director or his designee(s), and then only upon such terms and conditions as required below. Consent by the Director or his designee(s) to any type of transfer shall not in any way be construed to relieve Tenant from obtaining further written consent for any subsequent transfer of any nature whatsoever.
ASSUMPTION AND ASSIGNMENT. At the time of the actual assumption of each such Assumed Agreements (either on the Closing Date or during or upon termination of the Transition Period, as the case may be), the applicable Sellers shall assume, and such Sellers shall assign to Buyer, the Assumed Agreements. Each Assumed Agreement shall be identified by its date and by the name of the other party or parties to it. SCHEDULE A, SCHEDULE OF ASSUMABLE AGREEMENTS, SCHEDULE B, SCHEDULE OF ASSUMED AGREEMENTS, and SCHEDULE C, SCHEDULE OF REJECTED AGREEMENTS shall be subject to amendment as follows:
(A) Until the Court enters the Sale Order, Buyer, in its sole discretion, by delivery of written notice to Sellers, may amend the SCHEDULE OF ASSUMED AGREEMENTS, the SCHEDULE OF ASSUMABLE AGREEMENTS and the SCHEDULE OF REJECTED AGREEMENTS at any time and from time to time, provided however that Buyer shall not, without Sellers' consent, add to the SCHEDULE OF ASSUMED AGREEMENTS or the SCHEDULE OF ASSUMABLE AGREEMENTS any agreement that, as of the Execution Date, is a Rejected Agreement.
(B) After the Sale Order is entered by the Court through the end of the Transition Period, Buyer, in its sole discretion, by delivery of written notice to Sellers, may (1) add any Assumable Agreement to the SCHEDULE OF ASSUMED AGREEMENTS; and (2) add any Assumable Agreement to the SCHEDULE OF REJECTED AGREEMENTS, and Buyer shall not acquire any rights or assume any liabilities with respect to any agreement so added to the SCHEDULE OF REJECTED AGREEMENTS. Any Assumable Agreement not designated by Buyer as either an Assumed Agreement or a Rejected Agreement by the end of the Transition Period shall be deemed a Rejected Agreement, and Buyer shall not acquire any rights or assume any Liabilities with respect thereto.
ASSUMPTION AND ASSIGNMENT of Related Executory Contracts; and (3) Entry into UAW Retiree Settlement Agreement, dated July 5, 2009 [ECF No. 2967].
ASSUMPTION AND ASSIGNMENT. At the time of the actual assumption of each such Assumed Agreement on the Closing Date, Seller shall assume, and Seller shall assign to Buyer, each of the Assumed Agreements subject to the terms of the Assignment and Assumption Agreement(s). Each Assumed Agreement shall be identified by its date and by the name of the other party or parties to it.