Assumption and Release. The Customer assumes all of the risks associated with the performance of any and all work occurring under or arising out of this Agreement. This includes, but is not limited to, any risks, claims, suits, or causes of action that may arise from negligence or carelessness on the part of the Customer, Lift Director or the Customer’s agents, servants or employees, independent contractors or anyone else. Further, the Customer waives, releases and discharges Company and its agents, servants or employees, from any and all liability, including but not limited to, liability arising from any and all negligence or fault, for any death, disability, personal injury, property damage, or actions of any kind which may hereafter occur or arise out of the performance of any and all work under, or arising out of this Agreement.
Assumption and Release. (1) The Administrative Agent, the Collateral Agent, each Lender, Merger Sub as Initial Borrower, Successor Borrower, Petco Holdings, Inc., as Holdings, agree that, immediately upon consummation of the Merger, pursuant to this Section 10.22, (A) Merger Sub hereby assigns to Petco Animal Supplies, Inc., in its capacity as Successor Borrower, and Successor Borrower hereby expressly, unconditionally and irrevocably assumes all obligations of Merger Sub as “Initial Borrower” and “Borrower” hereunder and of all other obligations and liabilities of Merger Sub under this Agreement and each other Loan Document, in each case as if Merger Sub were never a party hereto or thereto as “Borrower” and (B) Successor Borrower agrees to perform and observe all of the obligations (including, without limitation, all obligations in respect of the Term Loans and other indebtedness), covenants, agreements, terms, conditions, duties and liabilities of the Initial Borrower as the “Initial Borrower” and “Borrower” under or with respect to this Agreement, any Notes and any of the other Loan Documents to which the Initial Borrower is a party in its capacity as the “Initial Borrower” and “Borrower” as fully as if the Successor Borrower was originally the obligor in respect thereof and the signatory in the capacity of “Borrower” thereto.
(2) The Administrative Agent, the Collateral Agent and each Lender, agree that, immediately after the assignment of the obligations of the Company as the Initial Borrower on the Closing Date pursuant to this Section 10.22 and the Merger and the LLC Conversion have been completed, the Company, as survivor of the Merger, ceases to be a party to this Agreement and each other Loan Document as a “Borrower,” and Company shall be released from the payment and performance of any and all obligations of a Borrower and from all other obligations and liabilities of a “Borrower” under this Agreement and each other Loan Document, in each case as if it were never a party hereto or thereto in such capacity. For the avoidance of doubt, after giving effect to the assignment of the obligations of the Company as the Initial Borrower on the Closing Date pursuant to this Section 10.22, the Merger and the LLC Conversion, Company’s sole obligations under this Agreement and each other Loan Document shall be as “Holdings” hereunder and thereunder (including any definition or covenant applicable thereto that applies to Holdings in such capacity).
(3) The Successor Borrower hereby...
Assumption and Release. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.15 and 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
Assumption and Release. Each permitted assignee of this Agreement shall agree in writing to personally assume, perform and be bound by all of the terms, covenants, conditions and agreements contained in this Agreement, and thereupon the assignor of this Agreement shall be relieved of all obligations hereunder except those which shall have accrued prior to the effectiveness of such assignment.
Assumption and Release. In connection with the purchase of any portion of the Option Interest hereunder, the Option Member shall release the Selling Member from and assume, as appropriate, such Company-related obligations and guarantees as shall relate to the transferred portion of the Option Interest and agree to indemnify and hold harmless the Selling Member with respect to all such obligations and guarantees.
Assumption and Release. The Customer assumes all of the risks associated with the performance of any and all work
Assumption and Release. In addition to other provisions of this Contract, the Customer assumes all of the risks associated with the performance of any and all work occurring under or arising out of this Contract. This includes, but is not limited to, any risks, claims, suits, or causes of action that may arise from negligence or carelessness on the part of the Customer or the Customer ’s agents, servants or employees, independent contractors or anyone else the Customer is responsible for. Further, the Customer waives, releases and discharges the Supplier and its agents, servants or employees, from any and all liability, including but not limited to, liability arising from any and all negligence or fault, for any death, disability, personal injury, property damage, or actions of any kind which may hereafter occur or arise out of the performance of any and all work under, or arising out of this Contract.
Assumption and Release. Upon the execution and delivery of the assignment and assumption agreement in the form of Schedule A by the vendor (including the Owner-Seller as vendor) and purchaser of any Unit and the transfer of title of such Unit to the purchaser thereof:
(a) the vendor of such Unit will be released from its duties and obligations under this Agreement insofar as such duties and obligations relate to such Unit for the period from and including the date of such transfer of title, provided that the vendor of such Unit will not be released from any of its duties or obligations under this Agreement in respect of any other Unit owned by such vendor; and
(b) the purchaser of such Unit will be responsible for all duties and obligations under this Agreement insofar as such duties and obligations relate to such Unit for the period from and including the date of such transfer of title.
Assumption and Release. By no later than 5:00 p.m., Dallas, Texas time on January 18, 2005 (the ASSUMPTION APPROVAL DATE), Buyer shall either:
(a) terminate this Contract by giving a termination notice to Sellers stating that the terms of the Assumption are not acceptable to Buyer, following which Closing Agent shall deliver the Xxxxxxx Money to Sellers (together with all interest thereon) and the parties shall have no further rights, liabilities, or obligations under this Contract (other than those that expressly survive termination); or
(b) waive its right to terminate this Contract for matters related to the Assumption by proceeding to Closing (absent a termination pursuant to (a) above, Buyer shall be deemed to have waived its right to terminate this Contract by virtue of an unacceptable Assumption). Buyer covenants to communicate with Sellers and to keep Sellers informed with respect to the status of the Assumption and the Seller Releases. Buyer will promptly notify Sellers when each Lender consents to the Assumption and the Seller Releases. If Buyer is unable to obtain the Seller Releases by noon, Dallas, Texas time on January 17, 2005, Buyer will promptly notify Seller in writing thereof.
Assumption and Release. Hollywood does hereby assume and agree to ---------------------- perform, pay or discharge those liabilities and obligations set forth in, related to, or arising out of the GP Interest under the Partnership Agreement and the Act, to the extent to be performed, paid or discharged after the date hereof. PPI is hereby released from any and all liabilities and obligations to the Partnership, whether known or unknown, liquidated or unliquidated, and, subject to the provisions of Xxxxxxx 0 xxxxx, xxxx of the Partnership, PCC or Hollywood shall have any claim against PPI on account, by reason of or pursuant to the Partnership Agreement or PPI having acted as a general partner of the Partnership.
