Assumption of Agreements and Obligations. Effective as of immediately after the Acquisition and the Mergers on the Closing Date, Assignee hereby expressly assumes, confirms and agrees to perform and observe all of the indebtedness, obligations (including, without limitation, all obligations in respect of the Loans and the Letters of Credit), covenants, agreements, terms, conditions, duties and liabilities of Assignor as “Parent Borrower” under or with respect to the Credit Agreement, any Notes, any Letters of Credit, and any of the other Loan Documents as fully as if Assignee were originally the obligor in respect thereof and the signatory thereto; provided, however, that Assignor understands and agrees that such assumption shall not be effective with respect to, or in any way obligate Assignee to perform and observe any obligations, covenants, agreements, terms, conditions, duties or liabilities of Assignor under or with respect to this Agreement. At all times after the effectiveness of such assumption, with respect to all Extensions of Credit made to or for the account of Assignor prior to the effectiveness of such assumption, Assignee shall have the obligations of, and Assignor shall no longer be or have the obligations of, the “Parent Borrower” within the meaning of and for all purposes of the Credit Agreement. In addition, at all times after the effectiveness of such assumption, all references to the “Parent Borrower” in the Credit Agreement, any Notes, any Letters of Credit, any of the other Loan Documents and any and all certificates and other documents executed by Assignor in connection therewith shall be deemed to be references to Assignee.
Assumption of Agreements and Obligations. Effective as of the Effective Time and the execution by the Assignee of this Agreement, the Assignee hereby (a) expressly assumes, confirms and agrees to perform and observe all of the Assumed Obligations as the “Borrower” or a “Loan Party” under and with respect to the LSA, any of the other Loan Documents and any and all certificates and other documents executed by the Assignor in connection therewith as fully as if the Assignee were originally the “Borrower” or a “Loan Party” in respect thereof and the signatory thereto, (b) reaffirms and ratifies its grant and pledge to Bank of a security interest in the Collateral to secure prompt repayment of any and all Obligations and prompt performance by it of each of its covenants and duties under the Loan Documents, and the validity and enforceability of all of the Liens and security interests heretofore granted and pledged pursuant to the Loan Documents to the Bank as collateral security for the Obligations and (c) acknowledges that all of such Liens and security interests, and all Collateral heretofore granted, pledged or otherwise created as security for the Obligations continue to be and remain collateral security for the Obligations from and after the date hereof. The Assignee shall become a party to each Loan Document to which the Assignor is a party by its execution of this Agreement, to the extent the Assignee is not already party to such Loan Document.
Assumption of Agreements and Obligations. Each of the Additional Guarantors hereby expressly assumes, confirms and agrees to perform and observe all of the rights, indebtedness, Obligations, covenants, agreements, terms, conditions, duties and liabilities as “Guarantor” under the applicable Guaranty, and in any other capacity in which any existing Guarantor is a party under and, to the extent when entered into, to any of the Financing Agreements and any and all certificates and other documents executed by any existing Guarantor in connection therewith as fully as if the Additional Guarantors were originally the obligor in respect thereof and the signatory thereto as applicable. Upon the Additional Guarantors execution of this Agreement, and each such applicable Financing Agreement when entered into is hereby and will be thereby deemed to be amended to the extent, but only to the extent, necessary for the Additional Guarantors to become a party thereunder and to effect the assignment and assumption provided for hereby. In accordance with Section 9.9 of the Credit Agreement, each of the Additional Guarantors by its respective signature below becomes a Guarantor under the Credit Agreement with the same force and effect as if originally named therein as a Guarantor. Notwithstanding the foregoing, upon effectiveness of Amendment No.1 to the Credit Agreement, New Xxxxxxxxx’x, Inc. will be deemed to be a “Borrower” under the Credit Agreement and shall be treated as such for purposes of the Credit Agreement and, to the extent entered into, the other applicable Financing Agreements.
Assumption of Agreements and Obligations. Effective immediately following the making of the initial Credit Extensions under the Credit Agreement on the date hereof, Leiner hereby expressly assumes, confirms and agrees to perform and observe all of the Indebtedness, obligations, covenants, agreements, terms, conditions, duties and liabilities of LHPG under and with respect to the Credit Agreement and each other Loan Document and any and all certificates and other documents executed by LHPG in connection therewith as fully as if Leiner were originally the obligor in respect thereof and the signatory thereto.
Assumption of Agreements and Obligations. In accordance with Section 6.16(c) of the Credit Agreement, the Successor Borrower hereby expressly assumes, confirms and agrees to perform and observe all of the indebtedness, obligations (including, without limitation, all obligations in respect of the Loans), covenants, agreements, terms, conditions, duties and liabilities of the Predecessor Borrower as “Borrower” under or with respect to the Credit Agreement, any Notes and any of the other Loan Documents to which the Predecessor Borrower is a party in its capacity as “Borrower” as fully as if the Successor Borrower were originally the obligor in respect thereof and the signatory in the capacity of “Borrower” thereto.
Assumption of Agreements and Obligations. Effective as of the date and time of execution and delivery by each party hereto of this Agreement (the “Effective Time”), the Successor Borrower hereby expressly, unconditionally and irrevocably agrees to be liable for all of the payment and other obligations of the Predecessor Borrower in relation to the Assumed Amounts and confirms and agrees to perform and observe all of the payment and other obligations, covenants, agreements, duties and liabilities of the Predecessor Borrower in respect of the Assumed Amounts, in each case, under the applicable Note (the “Assumption”). After the Effective Time and after giving effect to the Assumption, the Successor Borrower shall be deemed a “primary obligor” (and not merely as a “surety”) in respect of the Predecessor Borrower’s obligations under the Notes with respect to the Assumed Amounts.
Assumption of Agreements and Obligations. The Company hereby ---------------------------------------- expressly assumes and confirms its receipt of all of the rights and powers, and assumes, confirms and agrees to perform and observe all of the obligations, covenants, agreements, duties and liabilities of Holding and TTC Merger Co. under and with respect to the Indenture and the Notes and any and all agreements, certificates and other documents executed by Holding or TTC Merger Co. in connection therewith, other than the Parent Guarantee, as fully as if the Company were originally the obligor in respect thereof and the signatory thereto.
Assumption of Agreements and Obligations. Effective as of immediately after the Merger on the Closing Date, Assignee hereby expressly assumes, confirms and agrees to perform and observe all of the indebtedness, obligations (including, without limitation, all obligations in respect of the Loans and the Letters of Credit), covenants, agreements, terms, conditions, duties and liabilities of Assignor as “Borrower” under or with respect to the Credit Agreement and any other Assumed Agreements as fully as if Assignee were originally the obligor in respect thereof and the signatory thereto; provided, however, that Assignor understands and agrees that such assumption shall not be effective with respect to, or in any way obligate Assignee to perform and observe any obligations, covenants, agreements, terms, conditions, duties or liabilities of Assignor under or with respect to this Agreement. At all times after the effectiveness of such assumption, with respect to all extensions of credit made to or for the account of Assignor prior to the effectiveness of such assumption, Assignee shall have the obligations of, and Assignor shall no longer be or have the obligations of, the “Borrower” within the meaning of and for all purposes of the Credit Agreement. In addition, at all times after the effectiveness of such assumption, all references to the “Borrower” in the Credit Agreement and any other Assumed Agreement shall be deemed to be references to Assignee.
Assumption of Agreements and Obligations. Effective as of the consummation of the Merger, Assignee hereby expressly assumes, confirms and agrees to perform and observe all of the Assumed Obligations as fully as if Assignee were originally the obligor in respect thereof and the signatory in the capacity of “Borrower” thereto. At all times after the effectiveness of such assumption, all references to the “Borrower” in the Credit Agreement, any of the other Loan Documents and any and all certificates and other documents executed by Assignor in connection therewith shall be deemed to be references to Assignee.
Assumption of Agreements and Obligations. TTC hereby expressly assumes ---------------------------------------- and confirms its receipt of all of the rights and powers, and assumes, confirms and agrees to perform and observe all of the obligations, covenants, agreements, duties and liabilities of Holding and TTC Merger Co. under and with respect to the Indenture and the Notes and any and all agreements, certificates and other documents executed by Holding or TTC Merger Co. in connection therewith, other than the Parent Guarantee, as fully as if TTC were originally the obligor in respect thereof and the signatory thereto.
