Assignment and Assumption Contract Clauses (144)

Assignment and Assumption. (a) Upon and subject to the occurrence of the Effective Time, FTAC hereby assigns, and the Company hereby assumes, the rights and obligations of FTAC under the Warrant Agreement and the Non-Founder FTAC Warrants, including the obligation to issue Company Common Shares upon the exercise of the Non-Founder FTAC Warrants, and the Company hereby agrees to faithfully perform, satisfy and discharge when due, the liabilities and obligations of FTAC under the Warrant Agreement and the Non-Founder FTAC W...arrants. As a result of the preceding sentence, upon and subject to the occurrence of the Effective Time, each Non-Founder FTAC Warrant will be exchanged for a warrant to purchase Company Common Shares pursuant to the terms and conditions of the Warrant Agreement. (b) The Company acknowledges and agrees that, subject to the terms of the Warrant Agreement, the Non-Founder FTAC Warrants and this Warrant Assumption Agreement, the Warrant Agreement and the Non-Founder FTAC Warrants shall continue in full force and effect and that all of FTAC's obligations thereunder shall be valid and enforceable as against the Company upon consummation of the Merger and shall not be impaired or limited by the execution or effectiveness of this Warrant Assumption Agreement. (c) Notwithstanding anything to the contrary herein or in the Warrant Agreement, if any Warrant shall remain unexercised immediately before the conclusion of the Exercise Period specified in the Warrant Agreement (including any extension of such Exercise Period), such Warrant shall, automatically and without the necessity of any action on the part of any person, be transferred to the LLC and thereupon exercised by the LLC on a "cashless basis" by exchanging such Warrant for common shares of the Company in accordance with Sections 7.4 and 3.1 of the Warrant Agreement. (d) This Warrant Assumption Agreement is being executed and delivered pursuant and subject to the Warrant Agreement. Nothing in this Warrant Assumption Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, obligation, claim or remedy created by the Warrant Agreement or any other document or instrument delivered pursuant to or in connection with it. (e) The choice of law and jurisdiction provisions set forth in the Warrant Agreement and this Warrant Assumption Agreement shall continue to govern the rights and obligations of the Parties to the Warrant Agreement and this Warrant Assumption Agreement in all respects. The Company hereby waives any objection to the jurisdiction provision governing the terms of the Warrant Agreement and this Warrant Assumption Agreement. View More

Assignment and Assumption. 1.1. Effective as of the Agreement Effective Date, LianBio Licensing hereby irrevocably assigns and transfers to Lian Oncology all rights, licenses, title, interest, claims, demands, liabilities, duties, and obligations of LianBio Licensing under the License Agreement, including, without limitation, the Licensed Rights and all rights, interests, claims, and demands recoverable in law or equity that LianBio Licensing has or may have under the License Agreement (a) for past, present and future inf...ringements of the Navire IP, (b) for past, present, and future breaches by Navire of the License Agreement, (c) for past, present, and future tort or fraud claims, and (d) for compromising, settling, suing for, and collecting any profits and damages in connection with any of the foregoing, all of the foregoing to be held and enjoyed by Lian Oncology, its successors and assigns or their legal representatives, as fully and entirely as if Lian Oncology had at all times been a party to the License Agreement in place of LianBio Licensing (such assignment, the "Assignment"). 1.2. Lian Oncology hereby (a) irrevocably accepts the Assignment, and (b) (i) agrees to be bound by the License Agreement in accordance with its terms, (ii) assumes all liabilities, duties, and obligations of LianBio Licensing under the License Agreement, and (iii) acquires all rights, licenses, title, interest, claims, and demands of LianBio Licensing under the License Agreement, including, without limitation, the Licensed Rights, in each case, as if Lian Oncology had at all times been a party to the License Agreement in place of LianBio Licensing. 1.3. Lian Oncology shall assume all liability for any breach, non-observance or failure by LianBio Licensing to perform any performance, covenants, agreements, duties, and obligations expressed to be undertaken by LianBio Licensing under the License Agreement, irrespective of whether or not any such breach, non-observance or failure is known to any of the Parties. View More

Assignment and Assumption. (a) Assignor hereby assigns to Assignee, and Assignee hereby assumes from Assignor, all of Assignor's rights and obligations as Secured Party under the Agreement. The assignment set forth in this Section 1(a) shall be without recourse to or representation or warranty (except as expressly provided in this Assignment, in the other documents executed in connection with this Assignment, or in the Agreement, as assigned and amended) by Assignor. (b) Assignee shall become and be a party to the Securit...y Agreement and succeed to all of the rights and be obligated to perform all of the obligations of Secured Party under the Security Agreement. (c) In conjunction with the assignment hereunder, Assignor shall transfer and deliver to Assignee any and all Collateral, and/or evidence thereof, in Assignor's possession. Until such time as the Collateral in Assignor's possession is transferred to Assignee, Assignor shall hold such Collateral for the benefit of the Assignee. View More

Assignment and Assumption. Effective as of the Closing, Imaging US hereby assigns, sells, transfers and sets over to Imaging Global all of Imaging US's right, title, benefit, privileges and interest in and to the Supply Agreement, and all of Imaging US's burdens and obligations in connection with the Supply Agreement (collectively, the "Assignment"). Imaging Global hereby accepts the Assignment and assumes and agrees for the benefit of Imaging US and Cuattro to be bound by, observe, perform, pay and discharge all of Imagi...ng US's duties, liabilities, obligations, terms, provisions and covenants solely to the extent they are to be observed, performed, paid or discharged on and after the Effective Date, in connection with the Supply Agreement (collectively, the "Assumption"). View More