Example ContractsClausesBill of Sale and Assignment and Assumption Agreement
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Assignment and Assumption. 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 (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), and the Eligible Assignee, if it shall not be a Bank, 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)];

Bill of Sale” means the Warranty Bill of Sale for the Aircraft.

Attached to and made a part of that certain Assignment, Bill of Sale and Conveyance by and between Jayhawk Energy, Inc., as Assignor, and Vast Exploration, LLC, as Assignee

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At the Closing, shall deliver to Purchaser the following: # a Bill of Sale in the form of [Exhibit B] attached hereto (“Bill of Sale”) and duly executed by ; # an Assignment and Assumption Agreement in the form of [Exhibit C] attached hereto (“Assignment and Assumption Agreement”) duly executed by ; # the Consulting Agreement in the form of [Exhibit D] attached hereto (“Consulting Agreement”) duly executed by ; # the Management Agreement duly executed by ; # a certificate of the Chief Executive Officer (or equivalent officer) of certifying that attached thereto are true and complete copies of all resolutions adopted by the governing body of authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transaction contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all resolutions adopted in connection with the transactions contemplated hereby and thereby certifying the names and signatures of the officers of authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; and # Employment Agreements between the Purchaser and each of Mike Denny, Randy Valentine, and (“Employees”) in the form of [Exhibit F] attached hereto (“Employment Agreements”), duly executed by the Employees.

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.

Sale Agreement Representations. To the Knowledge of Seller, all representations and warranties of Seller in the Sale Agreement were true and correct in all material respects when made.

THIS BILL OF SALE (“Bill of Sale”) is made as of May ​, 2019 by , (“”) to , (“”).

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