Pursuant to the Assignment Clause Samples

The "Pursuant to the Assignment" clause establishes that certain rights, obligations, or interests are being transferred from one party to another as specified in an assignment agreement. In practice, this clause clarifies that actions, responsibilities, or benefits referenced in the contract are to be carried out or received by the assignee rather than the original party. This ensures that all parties understand who holds the relevant rights or duties after the assignment, thereby preventing confusion and maintaining the enforceability of the contract following the transfer.
Pursuant to the Assignment of the TI Buildout Agreement(s) to be executed and delivered at Closing, Buyer shall assume the completion of the TI's under the Leases under the Chubb Buildout Agreement and any other contract for the construction of TI's under the Leases.
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Pursuant to the Assignment and Assumption Agreement dated as of the Effective Date entered into by and between EFS Desert Sun and the Purchaser (the “Assignment Agreement”), EFS Desert Sun sold one hundred percent (100%) of its Class B membership interests in the Company to the Purchaser (the “Sale”) and delegated to the Purchaser all its duties, obligations, responsibilities, claims, demands and other commitments in connection with such membership interests in each case solely to the extent arising on or after the Effective Date, except for (a) the Retained Obligations (as such term is defined in the Assignment Agreement) and (b) all of EFS Desert Sun’s rights to any future distributions of Cash Grant proceeds (“Specified Cash Grant Proceeds”) and all of its rights and obligations in respect of notices, participations, consents and disputes with respect to any Cash Grant Proceeding, as described further in this Agreement (the interests transferred to the Purchaser, the “Assigned Interests”) and the interests retained by EFS Desert Sun with respect to the Specified Cash Grant Proceeds and any Cash Grant Proceeding, as described further in this Agreement, collectively, the “Excluded Cash Grant Interests”).
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Pursuant to the Assignment and Assumption Agreement between Sellers and Buyer Designee dated as of the date hereof (the “Buyer Designee Assignment and Assumption Agreement”), Buyer Designee is assuming all Deferred Subscription Revenue (as described in Schedule B to the Buyer Designee Assignment and Assumption Agreement) included in the Buyer Designee Assumed Liabilities (the “Buyer Designee Assumed Deferred Revenue”). Notwithstanding the foregoing, Buyer Designee has informed Buyer that it demands to be reimbursed for the amount of Deferred Subscription Revenue included in Buyer Designee Assumed Deferred Revenue less the costs of generating such Deferred Subscription Revenue that are capitalized on Seller’s balance sheet. The parties agree that any such reimbursement to Buyer Designee will be paid by Buyer and the reduction to the Earn Out Payments payable by Buyer to Sellers under Section 5.9 of the Purchase Agreement will be equal to 100% of any such reimbursement paid by Buyer, (i) which reduction shall be applied to 50% of each dollar otherwise payable as an Earn Out Payment, and (ii) which reduction shall be capped at $10 million in the aggregate. Sellers shall have no further obligation in respect of the foregoing.
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Pursuant to the Assignment and Assumption, ST will assign to Grantor Trustee, and Grantor Trustee will assume, all of ST's right, title and interest in and obligations as Tower Owner under the NLCR the NLCR Agreement.
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Pursuant to the Assignment. Lessor has consented to the assignment by Prior Lessee of all of its right, title and interest in, to and with respect to the Lease to Lessee and the assumption by Lessee of all of Prior Lessee’s rights and obligations under the Lease.
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Related to Pursuant to the Assignment

  • Pursuant to the Act The Company has filed with the Commission a registration statement and any amendment thereto, on Form S-1 (File No. 333-[●]), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Applicable Time,” as used in the Act, means 5:00 p.m. New York City time, on the date of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [●], 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.

  • Amendment to the Agreement Pursuant to Section 8.3 of the Agreement, Section 2.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

  • The Assignment On or prior to the Purchase Date, World Omni will execute and deliver the RPA Assignment.

  • Transfer/Assignment (A) Subject to compliance with clause (B) of this Section 7, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 7 shall be paid by the Company. (B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. If and for so long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in Section 4.2(a) of the Purchase Agreement.

  • Amendment; Assignment This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. Except for the Management Stockholder’s right to assign his or her rights under Section 4(a) or the Company’s right to assign its rights under Section 4(b), no party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto.