Assumption and Ratification Sample Clauses

Assumption and Ratification. Borrower hereby assumes and agrees to comply with all covenants and obligations contained in the Loan Documents and from and after the Effective Date shall be bound by all the terms thereof. Without limiting the foregoing, Borrower hereby assumes and agrees to pay in full as and when due all payments, the obligations and other indebtedness evidenced by the Note. As assumed hereby, and subject to the terms hereof, the Loan Documents shall remain in full force and effect. Borrower hereby authorizes the Lender to file any and all UCC financing statements as Lender may deem necessary including, without limitation, financing statements containing the description "all assets of Borrower" or "all personal property of Borrower" or similar language. The Borrower hereby adopts, ratifies and confirms as of the Effective Date all of the representations, warranties and covenants of Prior Owner contained in the Loan Documents, except such representations, warranties and covenants which are personal to the Prior Owner, in which case Borrower hereby adopts, ratifies and confirms as of the Effective Date all of those representations, warranties and covenants as to Borrower only.
Sample 1
Assumption and Ratification. (a) Borrower hereby assumes and agrees to comply with all covenants and obligations contained in the Loan Documents and henceforth shall be bound by all the terms thereof, except for those obligations which are personal to Prior Owner and cannot be cured by Borrower. Without limiting the foregoing, Borrower hereby assumes and agrees to pay in full as and when due all payments, the obligations and other indebtedness evidenced by the Notes and Lender acknowledges that Borrower shall be entitled to any and all applicable notice and cure periods as set forth in the Loan Documents with respect to such obligations. (b) New Guarantor hereby assumes all covenants and obligations of Borrower Principal (as defined in the Loan Documents) contained in the Loan Documents to which Borrower Principal is an obligor or party occurring or arising from and after the Effective Date and agrees to comply with all covenants and obligations of Borrower Principal contained in the Loan Documents to which Borrower Principal is an obligor or party and henceforth shall be bound by all the terms thereof. Without limiting the foregoing, New Guarantor hereby assumes the obligations of Borrower Principal occurring or arising from and after the Effective Date with respect to the sections of Article 4, Article 13, Article 15 and Article 18 of the Loan Agreement to which Borrower Principal is an obligor or party. New Guarantor hereby adopts, ratifies and confirms as of the Effective Date all of the representations and warranties made by Borrower Principal in the Loan Agreement and the covenants of Borrower Principal contained in the Loan Documents. (c) Borrower hereby authorizes the Lender to file any and all UCC financing statements as Lender may deem necessary including, without limitation, financing statements containing the description “all assets of Borrower” or “all personal property of Borrower” or similar language. (d) As assumed hereby, the Loan Documents shall remain in full force and effect. The Borrower hereby adopts, ratifies and confirms as of the Effective Date all of the representations, warranties and covenants of Prior Owner contained in the Loan Documents.
Sample 1Sample 2
Assumption and Ratification. Borrower hereby assumes and agrees to comply with all covenants and obligations contained in the Loan Documents and henceforth shall be bound by all the terms thereof from and after the Effective Date. Without limiting the foregoing, from and after the Effective Date, Borrower hereby assumes and agrees to pay in full as and when due all payments, the obligations and other indebtedness evidenced by the Note first arising after the Effective Date. As assumed hereby, the Loan Documents shall remain in full force and effect, except as otherwise provided in Section 26 below. Borrower hereby authorizes Lender to file any and all UCC financing statements as Lender may deem necessary including, without limitation, financing statements containing the description “all assets of Borrower” or “all personal property of Borrower” or similar language. The Borrower hereby adopts, ratifies and confirms as of the Effective Date all of the representations, warranties and covenants of Prior Owner contained in the Loan Documents, except to the extent modified in Section 26 below.
Sample 1Sample 2
Assumption and Ratification. By execution of this Amendment, LLC hereby expressly assumes as of and after the Substitution Date all of the obligations of the Transferor under each Supplement. Chase USA is hereby released from any obligations, as Transferor.
Sample 1Sample 2
Assumption and Ratification. Assignee hereby assumes and agrees to comply with all covenants and obligations contained in the Loan Documents and henceforth shall be bound by all the terms thereof. Without limiting the foregoing, Assignee hereby assumes and agrees to pay in full as and when due all payments, the obligations and other indebtedness evidenced by the Loan Documents arising after the date hereof. As assumed hereby, the Loan Documents shall remain in full force and effect.
Sample 1
Assumption and Ratification. Assumptor hereby assumes and agrees to comply with and perform all of the Obligations and henceforth shall be bound by all the terms of the Loan Instruments to the same extent Original Borrower is bound prior to the Effective Date. Without limiting any other provision of this Agreement, Assumptor hereby assumes and agrees to pay in full as and when due all payments, the Obligations and other Indebtedness evidenced by the Loan Instruments. Assumptor hereby authorizes the Lender to file any and all UCC financing statements and mortgages as Lender may deem necessary including, without limitation, financing statements containing the description “all assets of Assumptor” or “all personal property of Assumptor” or similar language. As assumed hereby, the Obligations owed by, and the Loan Instruments executed by, Original Borrower shall remain in full force and effect. Assumptor hereby adopts, ratifies and confirms as of the Effective Date all of the Obligations and all of the representations, warranties and covenants of Original Borrower contained in the Loan Instruments. Without limiting any other provision of this Agreement, Assumptor expressly confirms that it is personally liable and obligated (a) for the timely payment, as the same becomes due, of all principal and interest now or hereafter due and payable under the Note until the Note shall have been fully paid and satisfied, and (b) for all other Indebtedness now or hereafter existing, whether accrued or contingent, under this Agreement and all other Loan Instruments.
Sample 1
Assumption and Ratification. Borrower hereby assumes and agrees to comply with all covenants and obligations contained in the Loan Documents, including, without limitation, the obligation to pay the unpaid balance due and owing on the Loan and all interest thereon, and henceforth shall be bound by all the terms thereof. Without limiting the foregoing, Borrower hereby assumes and agrees to pay in full as and when due all payments, the obligations and other indebtedness evidenced by the Note. As assumed hereby, the Loan Documents shall remain in full force and effect. Borrower hereby authorizes the Lender to file any and all UCC financing statements as Lender may deem necessary including, without limitation, financing statements containing the description "all assets of Borrower" or "all personal property of Borrower" or similar language. The Borrower hereby adopts, ratifies and confirms as of the Effective Date all of the representations, warranties and covenants of Prior Owner contained in the Loan Documents.
Sample 1
Assumption and Ratification. From and after the date hereof, Borrower hereby assumes and agrees to comply with all covenants and obligations contained in the Loan Documents, and henceforth shall be bound by all the terms thereof. Without limiting the foregoing, Borrower hereby assumes and agrees to pay in full as and when due all payments, obligations and other indebtedness evidenced by the Note. As assumed hereby, the Loan Documents shall remain in full force and effect and all obligations, covenants, conditions, agreements, warranties, representations and other terms and provisions thereof, as amended hereby, are hereby ratified, confirmed, reaffirmed and republished, and are hereby incorporated by reference. Lender hereby releases Prior Owner and Wxxxxxx Xxxxxxxxx, Sxxxxxx Xxxxxx (including his heirs, executors, administrators, legal representatives, successors and assigns) and Axxxxx Xxxxxxxxx, the prior Responsible Party under the Note (collectively, “Prior RP”), from liability under the Note, the Security Instrument and the other Loan Documents, including, but not limited to, that certain Hazardous Material Indemnification Agreement dated as of February 7, 2011 from Gxxxxxx and Prior RP and as assumed by Prior Owner, and that certain Responsible Party Agreement dated as of February 7, 2011 from Prior RP, with respect only to obligations, actions and liabilities which arise or accrue after the date hereof and which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of the transfer of the Property and assumption of the Loan; such release shall not in any way alter, reduce, waive, release or impair any recourse liability of Prior Owner and Prior RP to Lender arising from events occurring prior to the transfer of the Property and assumption of the Loan or which are caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of the transfer of the Property and assumption of the Loan, or in the event of any misrepresentation in any material respect by Prior Owner or Prior RP in connection with the transfer of the Property and assumption of the Loan.
Sample 1
Assumption and Ratification 
Sample 1

Related to Assumption and Ratification

  • Ratification and Reaffirmation Each Borrower hereby ratifies and reaffirms the Obligations, each of the Loan Documents and all of such Borrower's covenants, duties, indebtedness and liabilities under the Loan Documents.

  • Authorization to File Financing Statements; Ratification Such Grantor hereby authorizes the Collateral Agent to file, and if requested will deliver to the Collateral Agent, all financing statements and other documents and take such other actions as may from time to time be requested by the Collateral Agent in order to maintain a first priority perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor. Any financing statement filed by the Collateral Agent may be filed in any filing office in any UCC jurisdiction and may (i) indicate such Grantor’s Collateral (1) as all assets of the Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real Property to which the Collateral relates. Such Grantor also agrees to furnish any such information to the Collateral Agent promptly upon request. Such Grantor also ratifies its authorization for the Collateral Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

  • Continuing Security Interest; Assignments under the Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided in Section 8.07 of the Credit Agreement.

  • Ratification and Affirmation Borrower hereby acknowledges the terms of this Amendment and ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect.

  • Ratification and Confirmation Except as specifically amended herein, the Note Agreement shall remain in full force and effect, and is hereby ratified and confirmed.

  • Assumption of Tariff Obligations Interconnection Customer agrees to abide by all rules and procedures pertaining to generation and transmission in the PJM Region, including but not limited to the rules and procedures concerning the dispatch of generation or scheduling transmission set forth in the Tariff, the Operating Agreement and the PJM Manuals.

  • Assignment; Amendment This Agreement may not be assigned by any party hereto without the prior express written consent of all other parties. This Agreement may not be amended except by the express written consent of all parties hereto.

  • Successors; Assignment; Amendments; Waivers (a) The Existing Stockholders Representative may not assign its rights and obligations in its capacity as Existing Stockholders Representative under this Agreement to any person without the prior written consent of the Corporation; provided, however that the Existing Stockholders Representative may assign its rights and obligations in its capacity as Existing Stockholders Representative under this Agreement to any of its Affiliates, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation agreeing to be bound by all provisions of this Agreement and acknowledging specifically the last sentence of the next paragraph. (b) No Existing Stockholder may assign its rights under this Agreement without the prior written consent of the Existing Stockholders Representative. Any assignment of an Existing Stockholder’s rights meeting the requirements of this paragraph shall be referred to herein to as a “Permitted Assignment”. (c) No provision of this Agreement may be amended unless such amendment is approved in writing by the Corporation and the Existing Stockholders (through the Existing Stockholders Representative). No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. (d) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

  • Reaffirmation (a) Each of the Reaffirming Parties (i) hereby acknowledges receipt of a copy of the Credit Agreement and consents to the Credit Agreement and the transactions contemplated thereby (including the Transactions) (ii) without limiting its obligations under, or the provisions of, the Subsidiary Guaranty, hereby confirms its respective guarantees, as applicable, under the Subsidiary Guaranty, (iii) without limiting its obligations under, or the provisions of, the Security Agreement or the Pledge Agreement, hereby confirms its respective assignments, pledges and grants of security interests, as applicable, under the Security Agreement, the Pledge Agreement and each of the other Loan Documents to which it is party, (iv) without limiting its obligations under, or the provisions of, any Loan Document, hereby confirms that the obligations of the Borrower under the Credit Agreement are entitled to the benefits of the guarantees and the security interests set forth or created in the Guarantee Agreement, the Security Agreement, the Pledge Agreement and the other Loan Documents and constitute “Obligations,” “Guaranteed Obligations,” “Secured Obligations” or other similar terms, as applicable, for purposes thereof, (v) hereby agrees that, notwithstanding the effectiveness of the Credit Agreement and the Transactions, such guarantees, and pledges and grants of security interests, as applicable, shall continue to be in full force and effect and shall continue to apply to the Credit Agreement and to continue to inure to the benefit of the Lenders and the other Secured Parties, (vi) hereby ratifies and confirms its prior grant of Liens pursuant to the Loan Documents and that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect after giving effect to the Credit Agreement, are not released or reduced, and continue to secure full payment and performance of the obligations under the Credit Agreement and (vii) agrees that the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement and the other Loan Documents to which it is a party are and shall continue to be in full force and effect, are hereby in all respects ratified and confirmed and that the terms and conditions thereof shall remain unchanged except as contemplated by this Agreement (such consents, confirmations and agreements, collectively, the “Reaffirmation”). (b) Each of the Reaffirming Parties further agrees to take any action required and reasonably requested by the Administrative Agent to ensure compliance by the Borrower with the provisions of Section 6.12 of the Credit Agreement and hereby reaffirms its obligations under each similar provision of each Loan Document to which it is a party.

  • Continuing Security Interest; Assignment This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to a Secured Hedge Agreement or a Secured Cash Management Agreement, such Secured Hedge Agreement or Secured Cash Management Agreement, as applicable. Each of the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Secured Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise.