This assignment and assumption of
The Assignor and
The parties therefore agree as follows:
The Assignor assigns to the Assignee of all its rights in, and delegates to the Assignee all of its obligations under, the Agreement. This transfer will become effective on
2. ASSUMPTION OF RIGHTS AND DUTIES.
After the Effective Date, the Assignee shall assume all rights and duties under the Agreement.
If there is a conflict between this assignment and the Agreement, the terms of this assignment will govern.
4. AGREEMENT CONTINUANCE.
Except as expressly modified and supplemented by this assignment, all other terms in the Agreement remain in full effect and continue to bind the parties, including the prohibition against further assignments without the Other Party's express written consent.
5. ASSIGNOR'S REPRESENTATIONS.
The Assignor represents that:
7. COUNTERPARTS; ELECTRONIC SIGNATURES.
If any provision contained in this assignment is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this assignment, but this assignment will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this assignment to be unreasonable.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this assignment will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
10. ENTIRE AGREEMENT.
This assignment, together with the Agreement, constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to its subject matter. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this assignment are expressly merged into and superseded by this assignment. The provisions of this assignment may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. No party was induced to enter this assignment by, and no party is relying on, any statement, representation, warranty, or agreement of any other party except those set forth expressly in this assignment. Except as set forth expressly in this assignment, there are no conditions precedent to this assignment's effectiveness.
The descriptive headings of the sections and subsections of this assignment are for convenience only, and do not affect this assignment's construction or interpretation.
This assignment will become effective when all parties have signed it. The date this assignment is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this assignment.
13. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this assignment contemplates or to evidence or carry out the intent and purposes of this assignment.
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Each party is signing this assignment on the date stated opposite that party's signature.
The Other Party hereby acknowledges and consents to the above assignment and assumption, and as of its effective date, releases the Assignor from all future obligation and liability under the Agreement. In executing its consent to this assignment, the Other Party does not release the Assignor from any claims or remedies it may have against the Assignor under the Agreement.
In executing its consent to this assignment, the Other Party does not release the Assignor from any claims or remedies it may have against the Assignor under the Agreement.
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Attach copy of original agreement