Assignment and Assumption

Example Definitions of "Assignment and Assumption"
Assignment and Assumption. Shall mean an assignment and assumption of the Air Space Lease in the form attached hereto as Exhibit A.
Assignment and Assumption. Effective as of the Second Amendment Effective Date, immediately prior to giving effect to the amendments contained in Section 2 above, each Lender has, in consultation with the Borrower, agreed to, and, for an agreed consideration, does hereby reallocate its respective Maximum Credit Amount, Elected Commitment, Commitment and Loans and participations in Letters of Credit, LC Disbursements and Swingline Loans (the "Reallocation"). On the Second Amendment Effective Date, and after giving effect... to the Reallocation, the Elected Commitment and Maximum Credit Amount of each Lender shall be as set forth on Annex I attached to this Second Amendment, which Annex I amends and restates Annex I to the Credit Agreement in its entirety. Each of the Administrative Agent, each Lender, the Issuing Bank, the Swingline Lender and the Borrower hereby consents and agrees to the Reallocation. With respect to the Reallocation, each Lender shall be deemed to have sold and assigned its Maximum Credit Amount, Elected Commitment, Commitment, Loans and participations in Letters of Credit, LC Disbursements and Swingline Loans, and each Lender shall be deemed to have acquired the Maximum Credit Amount, Elected Commitment, Commitment, Loans and participations in Letters of Credit, LC Disbursements and Swingline Loans allocated to it from each Lender pursuant to the terms and conditions of the Assignment and Assumption attached as Exhibit F to the Credit Agreement (the "Assignment Agreement"), including Annex 1 to the Assignment Agreement (the "Standard Terms and Conditions") and the Credit Agreement, as if each Lender had executed such Assignment Agreement with respect to the Reallocation, pursuant to which (i) each Lender shall be an "Assignee", (ii) each Lender shall be an "Assignor" and (iii) the term "Effective Date" shall be the Second Amendment Effective Date as defined herein. Such Reallocation shall be without recourse to each Lender and, except as expressly provided in the Assignment Agreement, without representation or warranty by such Lender. On the Second Amendment Effective Date, (i) the Administrative Agent shall take the 2 actions specified in Section 12.04(b)(iv) of the Credit Agreement, including recording the Reallocation described herein in the Register, and (ii) the Reallocation shall be effective for all purposes of the Credit Agreement. Notwithstanding Section 12.04(b)(ii)(C) of the Credit Agreement, no Lender shall be required to pay a processing and recordation fee of $3,500 to the Administrative Agent in connection with the Reallocation. The Standard Terms and Conditions are hereby agreed to and incorporated herein by reference and made a part of the terms of the Reallocation pursuant to this Section 3 as if set forth herein in full. View More
Assignment and Assumption. Except as otherwise provided in Section 2.5 below, Assignor hereby irrevocably assigns and transfers to Assignee all of Assignor's rights, title and interests and duties, liabilities and obligations under the Bridge Facility Agreement and the other Loan Documents and Assignee hereby irrevocably and unconditionally accepts such rights, title and interests and assumes such duties, liabilities and obligations from Assignor on the Assumption Date on the terms contained herein, excluding any claims,... liabilities or obligations arising from any failure of Assignor to perform any of its covenants, agreements, commitments and/or obligations to be performed by Assignor on or prior to the Closing Date under the Bridge Facility Agreement or any other Loan Document; provided, for the avoidance of doubt, that interest accrued under the Bridge Facility Agreement or any other Loan Document, whether prior to, on, or after the date hereof, shall be the sole obligation of the Assignee. View More
All Definitions