Assumption of Debt. Patch hereby absolutely and unconditionally assumes and accepts responsibility for the payment of the Debt and agrees to indemnify and hold harmless Xxxxxxxxx in respect thereof.
Assumption of Debt. 49 6.07. Directors' and Officers' Indemnification and Insurance............... 50 6.08. No Shelf Registration................................................ 52 6.09. Public Announcements................................................. 52 6.10. Dividends............................................................ 52 6.11. Headquarters......................................................... 52 6.12. Post-Merger BBI Board of Directors................................... 53 6.13.
Assumption of Debt. With respect to the IVAX Subordinated Notes issued by IVAX under an indenture qualified under the Trust Indenture Act of 1939 (the "IVAX Indenture"), if required by the IVAX Indenture, BBI shall execute and deliver to the trustee under the IVAX Indenture a supplemental indenture, in form satisfactory to the trustee, expressly assuming the obligations of IVAX with respect to the due and punctual payment of the principal of (and premium, if any) and interest on the IVAX Subordinated Notes and the due and punctual performance of all the terms, covenants and conditions of the IVAX Indentures to be kept or performed by IVAX, and shall deliver such supplemental indenture to the trustee under the IVAX Indenture. Holders of the IVAX Subordinated Notes who convert after the Effective Time shall be entitled to receive BBI Common Stock based on a ratio determined in accordance with Section 2.02(b).
Assumption of Debt. At Closing, Buyer shall assume all of the debt and the liabilities of the Company listed on Schedule 2.02(b) (hereinafter, the “Assumed Company Debt”); and
Assumption of Debt. NBT agrees to execute and deliver, or cause to be executed and delivered, by or on behalf of the Surviving Corporation, at or prior to the Effective Time, one or more supplemental indentures, guarantees, and other instruments required for the due assumption of the Salisbury’s outstanding debt, guarantees, securities, and other agreements to the extent required by the terms of such debt, guarantees, securities, and other agreements.
Assumption of Debt. CZFS agrees to execute and deliver, or cause to be executed and delivered, by or on behalf of the Surviving Corporation, at or prior to the Effective Time, one or more supplemental indentures, guarantees, and other instruments required for the due assumption of the HVBC’s outstanding debt, guarantees, securities, and other agreements to the extent required by the terms of such debt, guarantees, securities, and other agreements.
Assumption of Debt. The Purchaser shall have assumed the debt of the Company to Rosexxxx Xxxxx xx the amount of approximately $43,000 which shall be paid by Purchaser on or before April 7, 1997.
Assumption of Debt. 7 Certificate of Incorporation; By-laws; Rights Plan.................................................... 19
Assumption of Debt. All Indebtedness and other liabilities of the Company will be assumed by the Buyer at Closing as specifically set forth in this Section 2.03:
(a) The Closing Indebtedness will be assumed by the Buyer, but shall be subject to an adjustment to Closing Cash Purchase Price as set forth and be paid out pursuant to the Waterfall Schedule 2.02(a);
(b) The BOA Loans will be assumed by the Buyer, subject to the consent of the lender and the agreement for Joxxxx Xxxxxxx xo maintain any required collateral agreement with the lender, and subject to anticipated refinancing pursuant to the USDA Loan (and if the USDA Loan is outstanding at Closing the USDA Loan will be assumed by the Buyer as a factor of Buyer owning all of the equity interests of the Company); and
(c) The Loxxx Xoad Note will be assumed by the Buyer; provided however, (i) if the USDA Loan is approved and allowed to be transferred to the Buyer post-Closing, any of the Sellers who provided personal guarantees would remain as personal guarantors following Closing subject to Buyer’s agreement to indemnify such persons as more specifically set forth in Section 10.14, below; and (ii) if the Company’s USDA Loan is not approved or not allowed to be assumed by the Buyer after Closing, if applicable, the Loxxx Xoad Note shall be extended to provide a 10 year amortization with an interest rate not to exceed 8% with no payments due until the Loxxx Xoad Property is properly permitted for full use by the Buyer to remove material from the borrow pit and proper permitting is obtained to compost green waste onsite. The holder of said note shall retain his security interest and mortgage on the Loxxx Xoad Property through maturity of that obligation; provided further, said security interest shall apply only to the Loxxx Xoad Property and shall not provide recourse or be cross-collateralized with any other assets of the Buyer.
(d) The Saxxxxxx Xote, a portion of which will be paid at Closing per the Waterfall Schedule and the balance to be paid per the terms of that Note, it being understood by the parties that if such post-Closing balance is not repaid with proceeds from the USDA Loan, the Sellers will repay the post-Closing Balance to Saxxxxxx xrom the proceeds of the Q2 Promissory Notes.
Assumption of Debt. For membership purchase agreements, the buyer is often assuming the outstanding mortgage debt on the property. If buyer is assuming debt, the purchase price should reflect the debt being assumed. In addition, the contract must make the lender’s approval of the assumption a condition to closing. Which party will pay the transfer fees? The fees can be substantial.
