No Release of Assignor Clause Samples
The "No Release of Assignor" clause ensures that the original party to a contract (the assignor) remains liable for their obligations even after assigning their rights or interests to another party (the assignee). In practice, this means that if the assignee fails to perform or breaches the contract, the assignor can still be held responsible by the other contracting party. This clause is commonly used to protect the interests of the non-assigning party, ensuring that they retain recourse against the original obligor and are not left at risk if the assignee defaults.
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No Release of Assignor. Neither this Assignment, nor the consent of City, shall release Assignor in whole or in part from any of its obligations or duties under the Agreement if Assignee fails to perform or observe any such obligation or duty. Assignor has entered into this Assignment and obtained such consent of City based solely upon Assignor’s independent investigation of Assignee’s financial condition and ability to perform under the Agreement, and Assignor assumes full responsibility for obtaining and sharing with City any further information with respect to Assignee or the conduct of its business after the date of this Assignment. Assignor waives any right to require City to (i) proceed against any person or entity including Assignee, (ii) proceed against or exhaust any security now or hereafter held in connection with the Contract, or (iii) pursue any other remedy in City’s power. Assignor waives any defense arising by reason of any disability or other defense of Assignee or any other person, or by reason of the cessation from any cause whatsoever of the liability of Assignee or any other person. Assignor shall not have and hereby waives any right of subrogation to any of the rights of City against Assignee or any other person and Assignor waives any right to enforce any remedy of Assignor against Assignee or against any other person unless and until all obligations to City under the Agreement and this Assignment have been paid and satisfied in full. Assignor waives any benefit of any right to participate in any collateral or security whatsoever now or hereafter held by City with respect to the obligations under the Agreement.
No Release of Assignor. No assignment of the Purchase Agreement shall relieve Assignor of any liability or its obligations under or in connection with the Purchase Agreement.
No Release of Assignor. Assignee’s assumption of the Assigned Rights and Obligations shall not release Assignor of any liabilities or obligations under the Purchase Agreement.
No Release of Assignor. Notwithstanding the assignment and assumption contemplated herein, Assignor agrees for the benefit of Seller that it shall remain fully liable for the performance of all obligations of Assignor under the Purchase Agreement, to the extent such obligations are not performed by Assignee.
No Release of Assignor. Notwithstanding any assignment and assumption by the assignee of the obligations of [SELECTED RESPONDENT] hereunder, or the consent of NYCEDC thereto, [SELECTED RESPONDENT] herein named, and each immediate or remote successor in interest of the [SELECTED RESPONDENT] herein named, shall remain liable, jointly and severally (as a primary obligor), with its assignee and all subsequent assignees for the performance of [SELECTED RESPONDENT]’s obligations hereunder and, without limiting the generality of the foregoing, shall remain fully and directly responsible and liable to NYCEDC for all acts and omissions on the part of any assignee subsequent to it in violation or breach of any of [SELECTED RESPONDENT]’s obligations under this Agreement.
No Release of Assignor. None of the following or any combination thereof shall release determine discharge or in any way lessen or affect the liability of the Assignor as principal debtor under this Agreement or otherwise prejudice or affect the right of the Landlord to recover from the Assignor to the full extent of this guarantee:
(1) any neglect delay or forbearance of the Landlord in endeavouring to obtain payment of the rents or the amounts required to be paid by the Assignee or in enforcing the performance or observance of any of the obligations of the Assignee under the Lease
(2) any refusal by the Landlord to accept rent tendered by or on behalf of the Assignee at a time when the Landlord was entitled (or would after the service of a notice under section 146 of the Law of Property Ac▇ ▇▇▇▇ ▇ave been entitled) to re-enter the Premises
(3) any extension of time given by the Landlord to the Assignee
(4) the variation of the terms of the Lease or the transfer of the Landlord’s reversion
(5) any change in the constitution structure or powers of either the Assignee the Assignor or the Landlord or the liquidation administration or bankruptcy (as the case may be) of either the Assignee or the Assignor
(6) any legal limitation or immunity disability or incapacity of the Assignee (whether or not known to the Landlord) or the fact that any dealings with the Landlord by the Assignee may be outside or in excess of the powers of the Assignee
(7) any other act omission matter or thing whatsoever whereby but for this provision the Assignor would be exonerated either wholly or in part (other than a release by deed given by the Landlord)
No Release of Assignor. Notwithstanding Assignor's assignment of the Drilling Agreement to Assignee hereunder, Assignor shall remain primarily liable to Phillips for the obligations of Assignee under t▇▇ ▇▇▇▇▇ing Agreement in the event that Assignee fails to fulfill any obligation imposed on it under the Drilling Agreement.
No Release of Assignor. If an assignee of this Limited Liability Company interest becomes a Member, the assignor is not released from liability to the Limited Liability Company.
No Release of Assignor. Assignor hereby acknowledges and agrees ---------------------- that the transfer effected pursuant to this Assignment shall not release Assignor from its obligations to Owners.
No Release of Assignor. The Assignor is not released from, and will remain fully liable for the payment of all sums, if any, and the performance of all obligations, arising prior to the Effective Date, under and in accordance with the terms of the ▇▇▇▇. Nothing contained in this Agreement or otherwise will prevent the Authority from pursuing concurrently or successively all rights and remedies available to it pursuant to the ▇▇▇▇ or at law or in equity and against any persons, firms or entities whatsoever, and the exercise of any of its rights or the