Assumption of the Agreement. (A) Effective as of , 2008 and pursuant to that certain Plan of Conversion of Resaca Exploitation, LP into Resaca Exploitation, Inc., Counterparty was duly formed by conversion of Resaca LP under applicable law. As a result of such conversion, the business of Resaca LP is being continued by Counterparty in all respects and Counterparty has undertaken and assumed by operation of law, and hereby undertakes and assumes, all of the rights, obligations and liabilities of Resaca LP with respect to the Agreement and the Security Documents (as defined in the Agreement) accruing prior to, on or subsequent to the date hereof and with the same force and effect as if originally named therein as a party in the place and stead of Resaca LP (for the avoidance of doubt, including any rights, obligations and liabilities of Resaca LP required to be performed by it on or prior to the date hereof with respect to the Agreement and the Security Documents), and hereby confirms that it shall be deemed a party to the Agreement and each Security Document to which Resaca LP is a party and shall be bound by all the terms thereof as if therein named.
Assumption of the Agreement. Unless otherwise determined by the Board, the Corporation shall cause all holders of options, warrants or other rights or securities exercisable to acquire Shares, as a condition to the grant of such options, warrants, rights or securities, to execute and deliver to the parties hereto an assumption agreement substantially in the form set out in Schedule B to this Agreement.
Assumption of the Agreement. Neither the execution or delivery of or entry into this Amendment by either party, nor any party's actions taken in support thereof or in accordance therewith, shall be deemed to be an assumption or adoption of the Agreement, as amended. ZK, its successors, assigns, its officers, directors, agents, employees, attorneys, servants, subsidiaries, affiliated companies, and parent companies (collectively, "ZK") agree and acknowledge, notwithstanding anything expressly or impliedly to the contrary in the Agreement, as amended, this Amendment, or under applicable law, (1) that the execution of this Amendment shall not alter the pre-petition nature of the Agreement, as amended, for the purposes of UA's bankruptcy cases under Title 11 of Chapter 11 of the United States Code; (2) that the execution of this Amendment will not alter the validity, priority or amount of any claims of ZK that may arise under the Agreement, as amended; (3) that any claims of ZK against UA arising under the Agreement, as amended, shall not be elevated to administrative expense priority by reason of the execution or delivery of this Amendment; (4) not to assert or claim at any time that the execution of this Amendment operates in any way as an assumption or adoption of the Agreement, as amended; and (5) not to assert or claim at any time that the execution of this Amendment, or any actions taken in accordance therewith, (a) alters in any way the pre-petition nature of the Agreement, as amended, or the validity, priority or amount of any claims of ZK against UA that may arise under the Agreement, as amended, or (b) elevates to administrative expense priority.
Assumption of the Agreement. After consummation of any Business Combination, (i) the Principal Party shall be liable for, and shall assume, by virtue of such Business Combination and without the necessity of any further act, all the obligations and duties of the Company pursuant to this Agreement, (ii) the term "Company" as used in this Agreement shall thereafter be deemed to refer to such Principal Party, and (iii) such Principal Party shall take all steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock in accordance with Section 9) in connection with such Business Combination as necessary to ensure that the provisions of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights.
