Assumed Debt. No Grantor has within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person, which has not been terminated prior to the date of this Agreement.
Assumed Debt. The Overland Park Lender shall have agreed to the assumption of all of the indebtedness and obligations of the Candlewood Parties relating to the Assumed Debt arising from and after the Closing Date (including, without limitation, all of the payment obligations of the Candlewood Parties with respect to the Assumed Debt on and as of the Closing Date provided that the Purchaser has received a credit against the Purchase Price for such amount) by the Purchaser or its assignee upon such terms and conditions as the Purchaser and the Overland Park Lender deem acceptable in their sole discretion and the Overland Park Lender shall have provided the Purchaser with evidence regarding the outstanding principal balance of the Assumed Debt as of the Closing Date. Notwithstanding anything contained in this Section 4.11 to the contrary, (a) in no event shall the Purchaser have the right to condition its assumption of the Assumed Debt upon the Purchaser's receipt of terms and conditions with respect to the Assumed Debt which are more favorable than those that are currently in place and (b) if, prior to the Closing Date or simultaneously with the Closing, the Candlewood Parties cause the Assumed Debt to be satisfied in full and all the documents securing the Assumed Debt to be discharged and otherwise terminated to the Purchaser's reasonable satisfaction, then this condition precedent shall be null and void. If any of the foregoing conditions precedent have not been satisfied on the Outside Closing Date, then the Purchaser shall have the right, in its sole discretion, to terminate this Agreement by notice given to the Candlewood Parties on or after the Outside Closing Date, and Section 11.2(a) below shall be applicable to any such termination, it being expressly understood and agreed that to the extent that any of the above-referenced conditions precedent are not qualified as to a Material Adverse Effect (including, without limitation, the condition precedent set forth in Section 4.5 hereof), then the aforementioned termination right may be exercised by the Purchaser regardless of whether the failure to satisfy such condition precedent could reasonably be expected to have a Material Adverse Effect.
Assumed Debt. The parties acknowledge and agree that, as of the date hereof, the Aspect Assets are pledged to Joint Energy Development Investments Limited Partnership ("JEDI") as collateral for a loan by JEDI to Aspect. At the option of Aspect and subject to the mutual agreement of the parties hereto, the Aspect Assets may be contributed to Frontier subject to a liability to JEDI in the amount of $3.8 million and, in such event, Frontier shall assume such debt to JEDI and agrees to discharge the liability associated therewith. In the event that the Aspect Assets are contributed to Frontier subject to the debt to JEDI, the number of shares of Frontier Common Stock to be delivered to Aspect pursuant to Section 3.01 hereof shall be reduced by 4,050,000 shares.
Assumed Debt. Echelon or its relevant Subsidiary, as applicable, is the borrower under the Assumed Debt encumbering the Assets owned by it, as more particularly set forth on Schedule II. Except as set forth on Schedule II, the documents evidencing and securing the Assumed Debt are in full force and effect and no defaults on the part of the borrower or the lender thereunder have occurred and are continuing. Except for the Assumed Debt and except for debt incurred in connection with a Pending Transaction, no other indebtedness for borrowed money encumbers any of the Assets. Except as set forth on Schedule II, all payments of principal and interest in respect of the Assumed Debt are current. True and complete copies of all agreements evidencing and securing the Assumed Debt have been made available for review to Company.
Assumed Debt. Schedule 1.1(26)(iii) Specified Crane Company Contracts Schedule 1.1(29) Crane Company Financing Arrangements Schedule 1.1(33)(viii) Specified Crane Company Liabilities Schedule 2.2(a) Crane Holdings Transferred Entities EXHIBITS Exhibit A Form of Employee Matters Agreement Exhibit B Form of Intellectual Property Matters Agreement Exhibit C Form of Tax Matters Agreement Exhibit D Form of Transition Services Agreement THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of April 3, 2023, by and between Crane Holdings, Co., a Delaware corporation (“Crane Holdings, Co.,” prior to the Distribution (as defined below), and “Crane NXT, Co.,” following the Distribution), and Crane Company, a Delaware corporation and a wholly-owned subsidiary of Crane Holdings, Co. (“Crane Company”) (each a “Party” and together, the “Parties”).
Assumed Debt. Up to One Hundred Sixty One Thousand Dollars ($161,000) of the Closing Purchase Consideration may be paid and evidenced by long term debt of the Companies that (i) is assumable by FAAC and (ii) FAAC agrees, in writing, to assume on or before the Closing Date (the “Assumed Debt”).
Assumed Debt. 26 2.37 Disclosure...........................................................26
Assumed Debt. The Assumed Debt amounts referred to in Schedule 9 are correct as the Management Accounts Date.
Assumed Debt. Each of the Stockholder and GTC is in compliance in all material respects with all of the terms, conditions and covenants applicable to each set forth in or arising under the Assumed Debt Documents.
Assumed Debt. Effective as of immediately prior to Closing, Seller shall assume, or cause Affiliates of Seller other than the Company and Rock Creek, to assume all of the Affiliate Debt, the Trial Balance Liabilities and the Royalty Obligation. At Closing, Seller shall deliver to the Company and Rock Creek releases of all obligations with respect to the Affiliate Debt, the Trial Balance Liabilities and the Royalty Obligation in form reasonably acceptable to Buyer.
