Common use of ASSURANCES AGREEMENT Clause in Contracts

ASSURANCES AGREEMENT. Seller and Xxxxxx acknowledge and represent that (a) the Lender is making a Loan to Seller in reliance upon the execution and delivery by Buyer of this Assurances Agreement; (b) Seller has assigned to Lender, as security, the Subject Agreement, including, but not limited to, Seller’s right to make all demands, give all notices, take all actions and exercise all rights of Seller under the Subject Agreement and subject to the provisions thereof and of the documents evidencing, governing and/or securing the Loan (“the Loan Documents”). Seller, Xxxxxx and Xxxxx acknowledge and agree that the foreclosure or any other enforcement action or acquisition of any collateral as a consequence of any enforcement action (any such action an “Enforcement Action”) undertaken by the Lender or any designee, successor or assignee of Lender (any designee, successor or assignee of Lender, collectively, a “Successor”) in respect of its rights under the Loan Documents shall not constitute a default, an Event of Default or a breach under Section 11.1 or Section 11.3 of the Subject Agreement unless such Enforcement Action results in an assignment to a party other than the Lender and Buyer (i) reasonably determines that such Successor is less creditworthy than Seller was at the time of such assignment, or (ii) reasonably determines that such Successor lacks the ability to perform Seller’s obligations under this Agreement and (iii) Buyer has so notified the Lender or the Successor in accordance with the Subject Agreement. Upon receipt of a notice from Lender that an Enforcement Action has occurred and Lender or the Successor has acquired all rights and obligations of Seller under the Subject Agreement, Buyer shall recognize Lender or the Successor, as applicable, as the counterparty under the Subject Agreement, and shall subject to Section 1.3 hereof and to the terms and conditions of the Subject Agreement, perform all of its obligations thereunder, including for purchases and payments made thereunder, as if Lender or the Successor were the original contracting party thereunder. Seller, Xxxxxx and Xxxxx further acknowledge and agree that a Change in Control over Seller that does not have a material adverse effect on Seller’s creditworthiness or Seller’s ability to perform its obligations under the Subject Agreement shall not require Buyer’s consent, shall not result in a default or Event of Default under the Subject Agreement and shall not give rise to a right to terminate the Subject Agreement

ASSURANCES AGREEMENT. Seller Subscriber Organization and Xxxxxx Lender acknowledge and represent that (a) the Lender is making a Loan to Seller Subscriber Organization in reliance upon the execution and delivery by Buyer of this Assurances Agreement; (b) Seller Subscriber Organization has assigned to Lender, as security, the Subject Agreement, including, but not limited to, SellerSubscriber Organization’s right to make all demands, give all notices, take all actions and exercise all rights of Seller Subscriber Organization under the Subject Agreement and subject to the provisions thereof and of the documents evidencing, governing and/or securing the Loan (“the Loan Documents”). SellerSubscriber Organization, Xxxxxx Lender and Xxxxx Buyer acknowledge and agree that the foreclosure or any other enforcement action or acquisition of any collateral as a consequence of any enforcement action (any such action an “Enforcement Action”) undertaken by the Lender or any designee, successor or assignee of Lender (any designee, successor or assignee of Lender, collectively, a “Successor”) in respect of its rights under the Loan Documents shall not constitute a default, an Event of Default or a breach under Section 11.1 13.1 or Section 11.3 13.3 of the Subject Agreement unless such Enforcement Action results in an assignment to a party other than the Lender and Buyer (i) reasonably determines that such Successor is less creditworthy than Seller Subscriber Organization was at the time of such assignment, or (ii) reasonably determines that such Successor lacks the ability to perform SellerSubscriber Organization’s obligations under this Agreement and (iii) Buyer has so notified the Lender or the Successor in accordance with the Subject Agreement. Upon receipt of a notice from Lender that an Enforcement Action has occurred and Lender or the Successor has acquired all rights and obligations of Seller Subscriber Organization under the Subject Agreement, Buyer shall recognize Lender or the Successor, as applicable, as the counterparty under the Subject Agreement, and shall subject to Section 1.3 hereof and to the terms and conditions of the Subject Agreement, perform all of its obligations thereunder, including for purchases and payments made thereunder, as if Lender or the Successor were the original contracting party thereunder. SellerSubscriber Organization, Xxxxxx and Xxxxx further acknowledge and agree that a Change in Control over Seller Subscriber Organization that does not have a material adverse effect on SellerSubscriber Organization’s creditworthiness or SellerSubscriber Organization’s ability to perform its obligations under the Subject Agreement shall not require Buyer’s consent, shall not result in a default or Event of Default under the Subject Agreement and shall not give rise to a right to terminate the Subject Agreement.

ASSURANCES AGREEMENT. Seller and Xxxxxx Lender acknowledge and represent that (a) the Lender is making a Loan to Seller in reliance upon the execution and delivery by Buyer of this Assurances Agreement; (b) Seller has assigned to Lender, as security, the Subject Agreement, including, but not limited to, Seller’s right to make all demands, give all notices, take all actions and exercise all rights of Seller under the Subject Agreement and subject to the provisions thereof and of the documents evidencing, governing and/or securing the Loan (“the Loan Documents”). Seller, Xxxxxx Lender and Xxxxx Buyer acknowledge and agree that the foreclosure or any other enforcement action or acquisition of any collateral as a consequence of any enforcement action (any such action an “Enforcement Action”) undertaken by the Lender or any designee, successor or assignee of Lender (any designee, successor or assignee of Lender, collectively, a “Successor”) in respect of its rights under the Loan Documents shall not constitute a default, an Event of Default or a breach under Section 11.1 or Section 11.3 of the Subject Agreement unless such Enforcement Action results in an assignment to a party other than the Lender and Buyer (i) reasonably determines that such Successor is less creditworthy than Seller was at the time of such assignment, or (ii) reasonably determines that such Successor lacks the ability to perform Seller’s obligations under this Agreement and (iii) Buyer has so notified the Lender or the Successor in accordance with the Subject Agreement. Upon receipt of a notice from Lender that an Enforcement Action has occurred and Lender or the Successor has acquired all rights and obligations of Seller under the Subject Agreement, Buyer shall recognize Lender or the Successor, as applicable, as the counterparty under the Subject Agreement, and shall subject to Section 1.3 hereof and to the terms and conditions of the Subject Agreement, perform all of its obligations thereunder, including for purchases and payments made thereunder, as if Lender or the Successor were the original contracting party thereunder. Seller, Xxxxxx Lender and Xxxxx Buyer further acknowledge and agree that a Change in Control over Seller that does not have a material adverse effect on Seller’s creditworthiness or Seller’s ability to perform its obligations under the Subject Agreement shall not require Buyer’s consent, shall not result in a default or Event of Default under the Subject Agreement and shall not give rise to a right to terminate the Subject Agreement