Assumption by Company. This Agreement shall be assumable by the Company at its election. Following any such election, the obligations of the Bank under this Agreement shall become the obligations of the Company.
Assumption by Company. The Company, by its signature below, hereby confirms that, as a result of its merger with Giraffe Acquisition Corporation, it assumed all of the rights and obligations of Giraffe Acquisition Corporation under the Existing Credit Agreement and the other Loan Documents (in furtherance of, and not in lieu of, any assumption or deemed assumption as a matter of law) and joined the Existing Credit Agreement as the Lead Borrower thereunder and joined the other Loan Documents.
Assumption by Company. The Company, or a subsidiary thereof --------------------- that is a corporation, may directly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on all the Guaranteed Securities and the performance of every covenant of this Indenture on the part of the Operating Partnership to be performed or observed. Upon any such assumption, the Company or such subsidiary shall succeed to and be substituted for, and may exercise every right and power of, the Operating Partnership under this Indenture with the same effect as if the Company or such subsidiary had been named as the Operating Partnership herein and the Operating Partnership shall be released from all obligations and covenants with respect to the Guaranteed Securities. No such assumption shall be permitted unless the Company has delivered to the Trustee (i) a Company Certificate and an Opinion of Counsel, each stating that such assumption and supplemental indenture comply with this Article, and that all conditions precedent herein provided for relating to such transaction have been complied with and that, in the event of assumption by a subsidiary, the Guarantees and all other covenants of the Company herein remain in full force and effect and (ii) an opinion of independent counsel that the Holders of Guaranteed Securities or any coupons (assuming such Holders are only taxed as residents of the United States) shall have no United States Federal tax consequences as a result of such assumption and, if any Securities are then listed on the New York Stock Exchange, that such Securities shall not be delisted as a result of such assumption.
Assumption by Company. Company hereby accepts Purchaser’s assignment contained in section 1 above, assumes all of Purchaser’s rights and agrees to perform all of Purchaser’s obligations under the Loan Documents.
Assumption by Company. In accordance with Section 5.1 and Section 9.1(1) of the Indenture, effective simultaneously with the Holdco Reorganization, the Company hereby expressly assumes the due and punctual payment of all amounts due in respect of the principal of (and premium, if any) and interest on all the Notes and the performance of the covenants and obligations of Oshkosh under the Indenture.
Assumption by Company. As of the date hereof, pursuant to Sections 12.01 and 13.01(a)(4) of the Indenture, the Company hereby expressly assumes the due and punctual payment of the principal of and premium and interest on all of the Notes and the performance of every covenant of the Indenture on the part of IP to be performed or observed.
Assumption by Company. By virtue of the Nominee Agreement, the Company hereby assumes all of the rights, benefits, claims, obligations, responsibilities and liabilities of HDFC hereunder. Landlord hereby acknowledges the Nominee Agreement and, thereby, the Company’s assumption of all of the HDFC’s rights, benefits, claims, obligations, responsibilities and liabilities of HDFC hereunder. All references to Tenant hereunder shall be deemed to include the Company, unless such reference specifically relates to HDFC’s role as nominee in connection with the Nominee Agreement or as mere record holder to the Premises. So long as the HDFC shall hold record leasehold title to the Premises, any and all notices, statements and communications received by the HDFC, as holder of record leasehold title with respect to the Premises, shall be promptly delivered to the Company, all benefits, including any proceeds of any title insurance received accruing with respect to the Premises shall belong to the Company, and if received by the HDFC, shall be turned over to the Company immediately upon receipt, the HDFC shall not do or suffer to be done, any act or omission with respect to the Premises or the record title thereto, or convey or encumber the same, in any way, except as directed by the Company, its successors and assigns, the HDFC shall comply with all directions which may be given to it by the Company with respect to the Premises.
Assumption by Company. As of the date hereof, pursuant to Sections 12.01 and 13.01(a)(4) of the Indenture, the Company hereby expressly assumes the due and punctual payment of the principal of and premium and interest on all of the Notes and the performance of every covenant of the Indenture on the part of CILCO to be performed or observed.
Assumption by Company. As of the date hereof, pursuant to Sections 10.01 and 10.02 of the Indenture, the Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 of the Indenture to be kept or performed by CSP with the same effect as if the Company had been named as the “Company” in the Indenture.
Assumption by Company. Seven Arts hereby agrees to take the assignment in Section 2.1 above subject to (i) all of the obligations, responsibilities and liabilities of Company pursuant to the terms of the Film Agreements, effective as of the Effective Date, as well as such other agreements necessary for Seven Arts to produce each Picture; and (ii) the obligations and liabilities of Seven Arts reflected on the pro forma balance sheet dated as of December 31, 2009, attached as Exhibit “D”.
