Terms of Assignment and Assumption Sample Clauses

The Terms of Assignment and Assumption clause defines the conditions under which one party to a contract may transfer its rights and obligations to another party. Typically, this clause outlines any required consents, such as needing written approval from the non-transferring party, and may specify exceptions or procedures for notification. Its core function is to ensure that all parties are aware of and agree to any changes in who is responsible for performing or benefiting from the contract, thereby preventing unauthorized transfers and maintaining contractual clarity.
Terms of Assignment and Assumption to the Transferee. (1) The Transferor hereby agrees to transfer all of its rights and obligations under the Contract (2) The Transferee agrees to be bound by and to perform the Contract in accordance with the conditions contained in the Contract. The Transferee also assumes all obligations of the Transferor under the Contract arising on or after the date last written below the parties’ signatures. (3) Capital Metro consents to the assignment of the Contract and agrees to recognize the Transferee as the Transferor's successor in interest in and to the Contract. (4) Except as expressly provided in this Agreement, nothing herein shall be construed as a waiver of any rights of Capital Metro has against the Transferor. (5) All previous payments and reimbursements made by Capital Metro under the Contract shall be considered to have discharged those payment/reimbursements obligations under the Contract to the extent of the amounts paid. All payments and reimbursements made by Capital Metro after the date of this Agreement in the name of or to Transferor shall have force and effect as if made to the Transferee and shall constitute a complete discharge of Capital Metro's obligations under the Contract, to the extent of the amounts paid or reimbursed. (6) The Contract, as amended, is ratified and confirmed in all respects. (7) This Agreement contains the entire agreement among the parties. This Agreement is governed and enforced by, and construed in accordance with, the laws of the State of Texas. Venue shall be in Travis County, Texas. (8) This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together is deemed to be one and the same agreement. A signed copy of this Agreement delivered by electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
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Terms of Assignment and Assumption. 1Terms of Assignment, Assumption and Amendment Agreement
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Terms of Assignment and Assumption 
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Related to Terms of Assignment and Assumption

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

  • 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.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Buyer.

  • 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.