Assumption. By acceptance hereof Assignee agrees to assume and become obligated to keep, fulfill, observe, perform and discharge each and every covenant, duty, debt and obligation that may accrue and become performable, from and after the date hereof by Assignor under the terms, provisions and conditions of the Assigned Contracts.
Assumption. Assignee hereby accepts the foregoing assignment of the Purchased Assets, and hereby assumes and agrees to promptly perform and pay when due all of the Assumed Liabilities.
Assumption. Assignee does hereby unconditionally assume and agree to observe and perform all of the terms and conditions on the part of Tenant (as defined in the Ground Lease) to be observed and performed under the Ground Lease whether arising before or after the Effective Date.
Assignment and Assumption Agreement. As of the Effective Date, GSK and Zai Lab shall execute the assignment and assumption agreement substantially in the form attached hereto as [Exhibit F], under which GSK will assign the License Agreements to Zai Lab. GSK will cause each of Bater and Xinjiang to execute the assignment and assumption agreement applicable to their respective License Agreements with GSK no later than days after the Effective Date. Each such assignment and assumption agreement shall become effective upon .
No Assumption. This Agreement shall not be deemed to act as an assumption by Manager of any of the Liabilities, or a limitation of the Company’s or ’s representations, warranties, covenants, or agreements under or pursuant to the Purchase Agreement or any other agreement, certificate, or instrument in connection therewith. This Agreement shall not be deemed to act as an assumption by of any of the Manager Liabilities, or a limitation of the Manager’s representations, warranties, covenants, or agreements under or pursuant to the Purchase Agreement or any other agreement, certificate, or instrument.
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 ; 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. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to [Section 11.06(c)], from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of [[Sections 3.01, 3.04, 3.05 and 11.04]4]4]4]]4] with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with [Section 11.06(d)];
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 ; 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. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single and no fee shall be payable for assignments among related funds or among any and any of its Affiliates. The assignee, if it shall not be a immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to [Section 11.06(c)], from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a under this Agreement, and the assigning thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning ’s rights and obligations under this Agreement, such shall cease to be a party hereto but shall continue to be entitled to the benefits of [[Sections 3.01, 3.04, 3.05 and 11.04]4]4]4]]4] with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee . Any assignment or transfer by a of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such of a participation in such rights and obligations in accordance with [Section 11.06(d)];
Assumption of Responsibility. Golden Royal hereby assumes responsibility for prompt payment of all fees, rents, taxes and any other financial liabilities as may accrue to Roth by reason of his record ownership of the Interest.
Assumption of Liability by Company. If Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, Company shall indemnify lndemnitee's estate and Indemnitee's spouse, heirs, administrators and executors against, and Company shall and does hereby agree to assume, any and all costs, charges and expenses (including attorneys' fees), penalties and fines actually and reasonably incurred by or for Indemnitee or Indemnitee's estate, in connection with the investigation, defense, settlement or appeal of any such action, suit or proceeding. Further, when requested in writing by the spouse of Indemnitee, and/or the heirs, executors or administrators of Indemnitee's estate, Company shall provide appropriate evidence of Company's agreement set out herein to indemnify Indemnitee against and to assume itself such costs, charges, liabilities and expenses.
Substitution and Assumption of Awards. The Committee may make Awards under the Plan by assumption, substitution or replacement of stock options, stock appreciation rights, stock units or similar awards granted by another entity (including a Parent or Subsidiary), if such assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition, merger, consolidation or similar transaction involving the Company (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate). The terms of such assumed, substituted or replaced Awards shall be as the Committee, in its discretion, determines is appropriate, notwithstanding limitations on Awards in the Plan. Any such substitute or assumed Awards shall not count against the Absolute Share Limit set forth in [Section 5.a]) (nor shall Shares subject to such Awards be added to the Shares available for Awards under the Plan as provided in [Section 5.b]) above), except that Shares acquired by exercise of substitute ISOs will count against the maximum number of Shares that may be issued pursuant to the exercise of ISOs under the Plan.
The Plan is consistent with section 1123(b)(2) of the Bankruptcy Code. [Article V] of the Plan provides for the assumption of the Debtors Executory Contracts and Unexpired Leases, and the payment of Cures, if any, related thereto, not previously assumed, assumed and assigned, or rejected during these chapter 11 cases under section 365 of the Bankruptcy Code. The assumption of Executory Contracts and Unexpired Leases may include the assignment of certain of such contracts to Affiliates.
C Compliance Certificate D Assignment and Assumption E Reserved F Reserved G Reserved H Reserved I Customs Broker Agreement J Borrowing Base Certificate K Borrower Request and Assumption Agreement
EXHIBIT # -- Lender Assumption Agreement
Exhibit #–Assignment and Assumption Agreement
The Assignment and Assumption Agreement, executed by Purchaser.
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