Assumption and Acknowledgment. Effective immediately after the consummation of the Merger, the execution and delivery by Life Time of a counterpart hereto and the funding of the Closing Date Loans hereunder, and without affecting any of the obligations of Holdings as a Guarantor under any Loan Document, Life Time hereby assumes all of Initial Borrower’s rights, title, interests, duties, liabilities and obligations (including the Obligations) under the Loan Documents as the “Borrower” hereunder (collectively, the “Assumption”), including, any claims, liabilities, or obligations arising from Initial Borrower’s failure to perform any of its covenants, agreements, commitments or obligations under the Loan Documents to be performed prior to the date of the Assumption. Holdings hereby acknowledges the Assumption by Life Time and its effectiveness immediately after the consummation of the Merger, the execution and delivery by Life Time of a counterpart hereto and the funding of the Closing Date Loans hereunder. Without limiting the generality of the foregoing, upon its execution and delivery of a counterpart hereto, Life Time hereby expressly agrees to observe and perform and be bound by all of the terms, covenants, representations, warranties, and agreements contained herein which are binding upon, and to be observed or performed by, the Borrower. Each Agent and each Lender hereby consents to the Assumption.
Assumption and Acknowledgment. (a) For good and valuable consideration in the aggregate amount of $190,842.36, the receipt of which is hereby acknowledged, Austin V hereby assigns arid transfers all its right, title and interest in the Securities, including any tights permitted to be transferred with respect to such Securities pursuant to the Existing Security Holder Agreements, the Preferred Purchase Agreement, the Preferred Warrant and the Existing Affected Lender Agreements, to Affiliates Fund effective as of the date of this Agreement (the "Effective Date").
Assumption and Acknowledgment. (a) For good and valuable consideration, the receipt of which is hereby acknowledged, Hull hereby assigns and transfers, subject to the Pledge Agreement, all his right, title and interest in all 942,466 of the Hull Shares to Family Partnership, including any rights permitted to be transferred with respect to such Securities pursuant to the Existing Security Holder Agreements and the Existing Affected Lender Agreements, with such transfer and assignment to be effective as of the date of this Agreement (the "Effective Date"). Family Partnership shall be bound by the provisions of the Existing Affected Lender Agreements as of the Effective Date.
Assumption and Acknowledgment. (a) Effective as of the Effective Time, Purchaser (i) assumes all obligations of Target pursuant to the Exchange Agreement, including the obligation to deliver to SSPCS such cash, shares of stock, securities or assets or other consideration as SSPCS may be entitled to acquire under the Exchange Agreement and (ii) agrees that SSPCS shall continue to have the benefit of Section 3.3 of the Exchange Agreement with respect to VoiceStream Organic Changes (as defined in the Exchange Agreement) of Purchaser.
Assumption and Acknowledgment. (a) Effective as of the Effective Time, Purchaser (i) assumes all obligations of Target pursuant to the Exchange Agreements, including the obligation to deliver to Xxxx Inlet such cash, shares of stock, securities or assets or other consideration as Xxxx Inlet may be entitled to acquire under the Exchange Agreements and (ii) agrees that CIGI shall continue to have the benefit of Sections 2.3 and 2.4 of each CIGI Exchange Agreement and that CITI shall continue to have the benefit of Section 3.3 of the CITI Exchange Agreement, in each case with respect to increases or combinations of Purchaser's securities or Organic Changes (as defined in the CIGI Exchange Agreements) or VoiceStream Organic Changes (as defined in the CITI Exchange Agreement) of Purchaser.
Assumption and Acknowledgment. (a) As of the effectiveness of the Merger, Parent (as the surviving corporation of the Merger) expressly assumes, ratifies, restates and confirms the Obligations and the Financing Agreements and confirms and ratifies its assumption of, and it continuing liability for, under and pursuant to, the Obligations and the Financing Agreements pursuant to the Merger and by operation of law. As of the result of the Merger, Parent is acquiring the assets of PPC subject to the existing security interests and lien therein of Agent pursuant to the Financing Agreements.
Assumption and Acknowledgment. (a) Effective as of the Effective Time, Purchaser assumes all obligations of Target pursuant to the Put Agreement, including the obligation to deliver to Eliska Wireless such shares of stock, securities or assets or other consideration as Eliska Wireless may be entitled to acquire under the Put Agreement.
Assumption and Acknowledgment. (a) Contemporaneously with the effectiveness of the WCI Holdings Merger, Borrower (as the survivor of the WCI Holdings Merger) hereby expressly assumes, ratifies, restates and confirms the Obligations and the Financing Agreements and confirms and ratifies its assumption of the Obligations and the Financing Agreements pursuant to the WCI Holdings Merger Agreements and by operation of law and its continuing liability in respect thereof as survivor of the WCI Holdings Merger.
Assumption and Acknowledgment. (a) As of the effectiveness of the Merger, Borrower (as the surviving corporation of the Merger) expressly assumes, ratifies, restates and confirms the Obligations and the Financing Agreements and confirms and ratifies its assumption of, and its continuing liability for, under and pursuant to, the Obligations and the Financing Agreements pursuant to the Merger and by operation of law. As of the result of the Merger, Borrower is acquiring the assets of Turtle Mountain subject to the existing security interests and lien therein of Agent pursuant to the Financing Agreements.
Assumption and Acknowledgment
