ACCESSION AND ASSUMPTION Sample Clauses

ACCESSION AND ASSUMPTION. With effect on and from the Effective Date: (a) the Additional Borrower agrees that: (i) it will accede to the Facility Agreement as amended and restated by this Deed as a Borrower and it will assume the obligations of the Original Borrowers thereunder; and 6 (ii) it will be bound, on a joint and several basis with the Original Borrowers, by the terms of the Amended and Restated Facility Agreement; (b) each Original Borrower confirms and acknowledges that it is and remains a party to the Facility Agreement and that its respective obligations under the Facility Agreement and the other Finance Documents remain in full force and effect; (c) each Original Borrower further agrees to be jointly and severally liable together with the Additional Borrowers for: (i) the repayment of the New Tranche plus interest accrued thereon in accordance with the Amended and Restated Facility Agreement; and (ii) all other obligations and liabilities under the Amended and Restated Facility Agreement; (d) the Original Borrowers, the Parent Guarantor and the Lender agree to the accession by the Additional Borrower to the Amended and Restated Facility Agreement as amended and supplemented by this Deed; and (e) the Parent Guarantor: (i) confirms its acceptance of the amendments effected by this Deed; (ii) agrees that it is bound as an Obligor (as defined in the Amended and Restated Facility Agreement); and (iii) confirms that its guarantee and indemnity: (A) continues to have full force and effect on the terms of the Amended and Restated Facility Agreement; and (B) extends to the obligations of the relevant Obligors under the Finance Documents as amended and supplemented by this Deed.
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ACCESSION AND ASSUMPTION. 3.1. By operation of this Agreement, the Acceding Party and the Acceding Party ParentCo shall accede to the Shareholder's Agreement. The Acceding Party and the Acceding Party ParentCo acknowledge respectively that on and from the date hereof it shall be bound by the Shareholder's Agreement and undertake that it shall observe, perform, discharge and be bound by all obligations expressed to be undertaken by it respectively under the Shareholder's Agreement in all respects as if it had been an original party thereto. 3.2. By operation of this Agreement, on and from the date hereof the Transferring Party and the Transferring Party ParentCo hereby assign and the Acceding Party and the Acceding Party ParentCo hereby assume, respectively, all of the rights, interests, liabilities and obligations of the Transferring Party and the Transferring Party PartentCo respectively under the Shareholder's Agreement, whether actual, accrued, contingent or otherwise and whether arising before, on or after the date hereof as if the Acceding Party and the Acceding Party ParentCo had at all times been an original party to the Shareholder's Agreement. 3.3. Each of the parties to the Shareholder's Agreement hereby releases and discharges the Transferring Party and the Transferring Party ParentCo from its liabilities and obligations in and under the Shareholder's Agreement as assumed by the Acceding Party and the Acceding Party ParentCo respectively pursuant to Clause 3.2 and hereby accepts the performance by the Acceding Party and the Acceding Party ParentCo respectively of those liabilities and obligations in the place of the Transferring Party and the Transferring Party ParentCo with respect to the Shareholder's Agreement.
Sample 1
ACCESSION AND ASSUMPTION. With effect on and from the Effective Date: (a) each Replacement Xxxxxxxx agrees that: (i) it will accede to the Amended and Restated Facility Agreement and to the Fee Letter as a Borrower and it will assume the obligations of the Existing Borrowers thereunder; and (ii) it will be bound, on a joint and several basis with the Existing Borrowers, by the terms of the Amended and Restated Facility Agreement and by the terms of the Fee Letter; (b) each Existing Obligor confirms and acknowledges it is and remains a party to the Facility Agreement and the Fee Letter and that its respective obligations under the Facility Agreement and the other Finance Documents remain in full force and effect; (c) each Existing Xxxxxxxx further agrees to be jointly and severally liable together with the Replacement Borrowers for: (i) the repayment of the Loan, or any part thereof plus interest accrued thereon in accordance with the Amended and Restated Facility Agreement; (ii) the payment of any fees as set out in the Fee Letter; and (iii) all other obligations and liabilities under the Amended and Restated Facility Agreement and the Fee Letter as amended by this Deed; and (d) the Existing Obligors and the Finance Parties agree to the accession by the Replacement Borrowers to the Amended and Restated Facility Agreement and to the Fee Letter.
Sample 1

Related to ACCESSION AND ASSUMPTION

  • 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 $3,500; 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 of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Assignment and Assumption Agreement 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 $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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