ASSUMPTION AND REAFFIRMATION Clause Samples
The Assumption and Reaffirmation clause requires a party, often a successor or assignee, to formally accept and confirm their responsibility for the obligations and liabilities under an existing agreement. In practice, this means that if a contract is transferred to a new party, that party must explicitly agree to be bound by all the terms and conditions as if they were the original signatory. This clause ensures continuity and enforceability of the contract, preventing any gaps in responsibility or disputes over who is obligated to perform under the agreement.
ASSUMPTION AND REAFFIRMATION. Each Existing Guarantor hereby expressly and unconditionally reaffirms each and every covenant, agreement and undertaking of such Existing Guarantor in the Indenture, and also hereby expressly and unconditionally reaffirms each and every covenant, agreement and undertaking in its Guarantee endorsed on the Notes outstanding on the date of this Fifth Supplemental Indenture and in each Guarantee endorsed on any Notes delivered hereafter.
ASSUMPTION AND REAFFIRMATION. The Successor Company hereby expressly and unconditionally assumes each and every covenant, agreement and undertaking of the Predecessor Company in the Indenture as if the Successor Company had been the original issuer of the Notes, and also hereby expressly and unconditionally assumes each and every covenant, agreement and undertaking in each Note outstanding on the date of this Fourth Supplemental Indenture and any Notes delivered hereafter. The Successor Guarantor hereby expressly and unconditionally assumes each and every covenant, agreement and undertaking of PPESCL in the Indenture as if the Successor Guarantor had been an original party thereto and also hereby expressly and unconditionally assumes each and every covenant, agreement and undertaking in the Guarantee endorsed on each Note outstanding on the date of this Fourth Supplemental Indenture and any Guarantee endorsed on any Notes delivered hereafter. Each Existing Guarantor hereby expressly and unconditionally reaffirms each and every covenant, agreement and undertaking of such Existing Guarantor in the Indenture as if the Successor Company had been the original issuer of the Notes, and also hereby expressly and unconditionally reaffirms each and every covenant, agreement and undertaking in its Guarantee endorsed on the Notes outstanding on the date of this Fourth Supplemental Indenture and in each Guarantee endorsed on any Notes delivered hereafter.
ASSUMPTION AND REAFFIRMATION. To the extent not otherwise accomplished by joint agreements in the Financing Agreement, all the Companies other than Carousel (the “Remaining Companies”) as of the date of the Completion Notice is given (the “Completion Date”) do hereby assume and agree to pay, perform and discharge all of the liabilities and obligations of Carousel under the Financing Agreement.
ASSUMPTION AND REAFFIRMATION. New Nine West hereby agrees to fully and unconditionally assume, as co-obligor, ▇▇▇▇▇ USA's obligations under the Securities and the Indenture and to be bound by all applicable provisions of the Securities and the Indenture. ▇▇▇▇▇ USA, ▇▇▇▇▇, ▇▇▇▇▇ Holdings and New Nine West agree that their obligations under the Securities and the Indenture shall be joint and several. Without in any way affecting the foregoing agreement, the parties hereto acknowledge that it is expected that all payments in respect of the Securities will be made by ▇▇▇▇▇ USA.
ASSUMPTION AND REAFFIRMATION. The Holding Company hereby agrees to fully and unconditionally assume, as a co-obligor, the Company's obligations under the Securities and the Indenture and to be bound by all applicable provisions of the Securities and the Indenture. ▇▇▇▇▇ hereby agrees to fully and unconditionally reaffirm, as a co-obligor, its obligations under the Securities and the Indenture and to continue to be bound by all applicable provisions of the Securities and the Indenture. The Company, the Holding Company and ▇▇▇▇▇ agree that their obligations under the Securities and the Indenture shall be joint and several. Without in any way affecting the foregoing agreement, the parties hereto acknowledge that it is expected that all payments in respect of the Securities will be made by the Company.
ASSUMPTION AND REAFFIRMATION. The Successor Company hereby expressly and unconditionally assumes each and every covenant, agreement and undertaking of the Predecessor Company in the Indenture and the Registration Rights Agreement as if the Successor Company had been the original issuer of the Notes, and also hereby expressly and unconditionally assumes each and every covenant, agreement and undertaking in each Note outstanding on the date of this First Supplemental Indenture and any Notes delivered hereafter. Each Guarantor hereby expressly and unconditionally reaffirms each and every covenant, agreement and undertaking of such Guarantor in the Indenture and the Registration Rights Agreement as if the Successor company had been the original issuer of the Notes, and also hereby expressly and unconditionally reaffirms each and every covenant, agreement and undertaking in its Guarantee endorsed on the Notes outstanding on the date of the First Supplemental Indenture and in each Guarantee endorsed on any Notes delivered hereafter.