Release and Assumption Clause Samples

A Release and Assumption clause serves to discharge one party from certain liabilities or claims while the other party agrees to take on those risks or responsibilities. In practice, this clause might be used when a party agrees not to pursue legal action for past or future events related to the agreement, and simultaneously accepts responsibility for any resulting consequences. Its core function is to clearly allocate risk between the parties, ensuring that one is protected from specific claims while the other knowingly assumes those risks, thereby reducing potential disputes.
Release and Assumption. The Release and Assumption provided for in Section 11(g); and
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Release and Assumption. Subject to the terms and conditions hereof, O&R will release its capacity rights and obligations (as set forth in the service agreements of certain releasing interstate pipelines) and the Qualified Seller and/or its Agent will assume those rights and obligations, effective November 1, 2010, for service under the releasing pipelines’ respective Rate Schedules (all such capacity is hereafter referred to as the "Released Capacity" and all such pipelines as “the Pipelines”), based on Qualified Seller’s projected firm customer pool as of November 1, 2010. On or about October 1, 2010, O&R will send an electronic mail notification (“Email Notification”) to the Qualified Seller and/or its Agent advising it of the specific Pipelines and quantities per day of delivery capacity that it is releasing to Qualified Seller for the annual period commencing on November 1, 2010. Unless Qualified Seller and/or its Agent, within two (2) business days of its receipt of the Email Notification, notifies O&R via return Email that Qualified Seller rejects or seeks to revise the Email Notification, the Email Notification shall be binding upon the Parties. Any requested revisions to the Email Notification must be accepted by O&R by sending a revised Email Notification to Qualified Seller before they will be binding upon the Parties. The quantity of Released Capacity may increase or decrease from month to month during the period from November 1, 2010 through October 31, 2011 to the extent necessary to reflect changes in Qualified Seller’s firm customer pool after November 1, 2010. Changes in the amount of Released Capacity will be (i) reflected on the applicable Pipeline(s) electronic bulletin board(s) and (ii) sent by O&R via Email Notification to the Qualified Seller and shall be subject to all of the terms and conditions set forth in this Agreement.
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Release and Assumption. Simultaneously with the execution by New Gayl▇▇▇ ▇▇ the Assumption Agreement upon the date immediately prior to the effective date of the Westinghouse Merger, (a) Borrower, automatically and without any action by Administrative Lender, any Lender or any other Person, shall be released and discharged from all obligations and liabilities arising under this Agreement and any other Loan Documents, (b) New Gayl▇▇▇ ▇▇▇ll assume all obligations and liabilities of Borrower under this Agreement and the other Loan Documents, as more particularly described in the Assumption Agreement, and (c) all references to Borrower in this Agreement and the other Loan Documents shall mean and refer to New Gayl▇▇▇.
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Release and Assumption a. The Owner agrees to assume, and does hereby assume, the obligations of the Prior Owner under the Assumed Documents from and after the date of this Agreement and does hereby agree to be bound by each and every Assumed Document. b. The Owner does not assume personal liability for payments due under the Note, the Mortgage, or for the payments to the reserve for replacements under the Regulatory Agreement, or for matters not under its control, provided that the Owner shall remain liable under said Regulatory Agreement only with respect to the matters hereinafter stated, namely: (i) for funds or property for the Project coming into its hands which, by the provisions thereof, it is not entitled to retain; and (ii) for its own acts and deeds or acts and deeds of others which it has authorized in violation of the provisions thereof; and (iii) the acts and deeds of affiliates, as defined in the Regulatory Agreement, which person or entity it has authorized in violation of the provisions of the Regulatory Agreement. (iv) as otherwise provided by law. The Owner is to be bound by the Assumed Documents, subject to the foregoing limitation of personal liability, from the date of this Agreement to the same extent as if it has been an original party to said instruments. c. The Mortgagee and the Secretary jointly and severally hereby release the Prior Owner from all liability arising under or in connection with the Assumed Documents, from and after the date hereof, except that the Prior Owner shall not be released from liability for obligations and responsibilities of the Note, the Mortgage and the Regulatory Agreement not expressly assumed by Owner as the purchaser.
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Related to Release and Assumption

  • 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 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.

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • 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.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.