Borrower Assumption Sample Clauses

Borrower Assumption. (a) Effective immediately prior to the amendment and restatement of the Existing Credit Agreement set forth herein, the Existing Borrower hereby assigns all of its rights, duties, obligations and liabilities under the Existing Credit Agreement to the Borrower.
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Borrower Assumption. Immediately and automatically upon consummation of the Revint Acquisition on the Closing Date, all obligations of the Initial Borrower under the Existing Credit Agreement and this Agreement are hereby assigned to, and by its signature hereto are assumed by, the Ultimate Borrower.
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Borrower Assumption. The Borrower shall have assumed all obligations and indebtedness of Cactus Wellhead under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) pursuant to that certain Assumption, Ratification and Confirmation Agreement of even date herewith, executed by the Borrower and 105 Cactus Wellhead in favor of the administrative agent and the lenders under the Existing Credit Agreement.
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Borrower Assumption. Substantially concurrently with the effectiveness of the Mergers, the Borrower shall ensure that each of the following conditions shall be satisfied (or waived in accordance with Section 9.02) in connection with the Borrower Assumption:
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Borrower Assumption. The parties hereto hereby confirm that, effective as of the Separation Effective Date, (a) SpinCo shall have obligations, duties and liabilities toward each of the other parties to the Term Loan Credit Agreement and the other Loan Documents identical to which SpinCo would have had if SpinCo had been an original party to the Loan Documents and (b) BGC shall cease to have any obligations, duties or liabilities as the Borrower under the Loan Documents. Effective as of the Separation Effective Date, SpinCo hereby ratifies, and agrees to be bound by, all applicable representations and warranties, covenants, and other terms, conditions and provisions of the Term Loan for all purposes under the Term Loan Credit Agreement and the other applicable Loan Documents. The parties hereto hereby acknowledge and agree that as of the Separation Effective Date, SpinCo shall be the sole Borrower of the Term Loan Credit Agreement, as further set forth therein. SpinCo hereby acknowledges, agrees and confirms that it has received a copy of the Term Loan Credit Agreement and the schedules and exhibits thereto and each Loan Document and the schedules and exhibits thereto.
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Borrower Assumption. Notwithstanding anything in Section 10.10 to the contrary, the parties hereto hereby agree that the Initial Borrower may assign and transfer all of its rights and Obligations under the Loan Documents to a Wholly Owned Subsidiary of the Initial Borrower with the consent of the Administrative Agent and each Lender party on the Closing Date to this Agreement (any such Subsidiary, the “Assumed Borrower”). In connection with any such assignment, (a) the Initial Borrower shall assign to the Assumed Borrower, and the Assumed Borrower shall assume all of the obligations and liabilities (including the Obligations) and all rights of the Initial Borrower as “Borrower” under this Agreement and the other Loan Documents, (b) the Assumed Borrower shall become a party to this Agreement as the “Borrower” with the same force and effect as if originally named herein as Borrower and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities (including the Obligations) and rights of the Initial Borrower hereunder, (c) the Assumed Borrower shall be bound by all of the terms and provisions of this Agreement, (d) each reference to the “Borrower” in this Agreement and in any other Loan Document shall be deemed to refer to the Assumed Borrower, (e) the Assumed Borrower shall be liable under this Agreement for payment of all Obligations, (f) the Initial Borrower shall be released from its obligations and liabilities (including the Obligations) under the Loan Documents and have no further rights, obligations or liabilities (including the Obligations) under the Loan Documents and (g) all of the security interests, Mortgages, Liens and pledges in favor of the Collateral Agent for the benefit of the Secured Parties under each of the Loan Documents, and all guarantees of the Guarantors under each of the Loan Documents, in each case shall be automatically terminated and released (clauses (a) through (g), the “Assumption”). Notwithstanding anything in the Loan Documents to the contrary, the Assumption shall be immediately effective upon the execution and delivery of an assumption agreement in form and substance satisfactory to the Administrative Agent and each Lender party on the Closing Date to this Agreement by the parties thereto to the Administrative Agent and the satisfaction of the conditions to effectiveness set forth therein.
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Borrower Assumption. SECTION 8.01. Effective as of the Amendment Effective Date, CRH Delaware hereby acknowledges, agrees and confirms that, by its execution of this Amendment, CRH Delaware will be deemed a “Borrower” for all purposes of the Credit Agreement and shall have all of the obligations of a Borrower, in each case, thereunder, as if it had executed the Credit Agreement as a Borrower. In furtherance of the foregoing, CRH Delaware hereby agrees that it shall, jointly and severally with the other Borrower (in accordance with the terms and conditions of Section 9.22 of the Credit Agreement), be liable to the Administrative Agent, the Issuing Banks and the Lenders for the Secured Obligations (including, without limitation, all Revolving Loans and other Secured Obligations incurred prior to the Amendment Effective Date). Each reference to a “Borrower” or “Borrowers” in the Credit Agreement or any other Loan Document shall be deemed to include CRH Delaware, and CRH Delaware shall remain a “Loan Guarantor,” “Loan Party” and “Grantor” under the Credit Agreement and any other Loan Document. CRH Delaware and CRH Canada represent and warrant that the Loan Documents are and shall remain in full force and effect, enforceable against CRH Delaware and CRH Canada in accordance with their respective terms, and all obligations, covenants, conditions, agreements, warranties, representations and other terms and provisions thereof, are hereby ratified, confirmed and reaffirmed. Each of the Administrative Agent, the Lenders and the Loan Parties fully consents to CRH Delaware becoming a Borrower under the Credit Agreement.
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Borrower Assumption. Effective immediately upon consummation of the OP Merger, title to all assets and all liabilities of ARC OP, including, but not limited to the Obligations under the Credit Agreement, became vested in and an asset or liability, as applicable, of AF OP, as surviving entity of the OP Merger, without reversion or impairment. Notwithstanding the foregoing and for the avoidance of doubt, AF OP, as surviving entity of the OP Merger, hereby assumes all of the obligations and liabilities of ARC OP under the Credit Agreement and the other Loan Documents to which ARC OP was a party. All references to “Borrower” contained in the Credit Agreement and the other Loan Documents (other than any representation or warranty that was expressly stated to have been made as of a specific date prior to the date of the OP Merger) shall, from and after consummation of the OP Merger, be deemed to refer to AF OP, as surviving entity of the OP Merger.
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Related to Borrower Assumption

  • New Lender The New Lender hereby consents to this Amendment. Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

  • Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent The obligations of the Lenders under this Agreement to make the Revolving Credit Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. Unless the Administrative Agent shall have received notice from a Lender prior to a proposed borrowing date that such Lender will not make available to the Administrative Agent such Lender's ratable portion of the amount to be borrowed on such date (which notice shall not release such Lender of its obligations hereunder), the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the proposed borrowing date in accordance with Sections 2.2(b) and 4.2, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such borrowing date, such Lender shall pay to the Administrative Agent on demand an amount, until paid, equal to the product of (a) the amount not made available by such Lender in accordance with the terms hereof, times (b) the daily average Federal Funds Rate during such period as determined by the Administrative Agent, times (c) a fraction the numerator of which is the number of days that elapse from and including such borrowing date to the date on which such amount not made available by such Lender in accordance with the terms hereof shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent with respect to any amounts owing under this Section 5.7 shall be conclusive, absent manifest error. If such Lender's Revolving Credit Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such borrowing date, the Administrative Agent shall be entitled to recover such amount made available by the Administrative Agent with interest thereon at the rate per annum applicable to such borrowing, on demand, from the Borrower. The failure of any Lender to make available its Revolving Credit Commitment Percentage of any Revolving Credit Loan requested by the Borrower shall not relieve it or any other Lender of its obligation hereunder to make its Revolving Credit Commitment Percentage of such Revolving Credit Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Revolving Credit Commitment Percentage of such Revolving Credit Loan available on the borrowing date.

  • SPV Lender Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it shall not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 13.6, any SPV may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. This Section 13.6(g) may not be amended without the written consent of the SPV. Notwithstanding anything to the contrary in this Agreement, (x) no SPV shall be entitled to any greater rights under Sections 2.10, 2.11 and 5.4 than its Granting Lender would have been entitled to absent the use of such SPV and (y) each SPV agrees to be subject to the requirements of Sections 2.10, 2.11 and 5.4 as though it were a Lender and has acquired its interest by assignment pursuant to clause (b) of this Section 13.6.

  • Designation of Lead Borrower as Borrowers’ Agent (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent to obtain Credit Extensions, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement. As the disclosed principal for its agent, each Borrower shall be obligated to each Credit Party on account of Credit Extensions so made as if made directly by the applicable Credit Party to such Borrower, notwithstanding the manner by which such Credit Extensions are recorded on the books and records of the Lead Borrower and of any other Borrower. In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Lead Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents.

  • Additional Commitment Lenders The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Credit Party Assignments No Credit Party may assign, delegate or otherwise transfer any of its rights or other obligations hereunder or under any other Financing Document without the prior written consent of Agent and each Lender.

  • Additional Borrowers Upon 30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree) and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) if such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Revolving Loan to the proposed additional Borrower might subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Borrower may designate one or more Guarantors to be additional joint and several direct borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor and the Borrower, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) certified resolutions of such Guarantor’s board of directors or other governing body authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under the USA PATRIOT Act and under similar regulations and is not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional borrower designated pursuant to this Section 2.19, in its capacity as a Borrower, may be limited as to amount as directed by the Borrower; provided, however, that any such limitation shall not reduce such Person’s obligations as a Guarantor of the Obligations, if applicable, unless required by a Gaming Authority. The Administrative Agent shall promptly notify the Lenders of such request, together with copies of such of the foregoing as any Lender may request, and upon receipt of the written consents of the Revolving Lenders and satisfaction of the conditions set forth above in this Section, the designated Guarantor shall become a Borrower hereunder.

  • Amendment of Credit Agreement The Credit Agreement is hereby amended as follows:

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