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.
(b) The Borrower hereby expressly and completely assumes, as its direct and primary obligation, the payment and performance of all of the duties, liabilities and obligations of the Existing Borrower under the Existing Credit Agreement and the other Loan Documents, including, without limitation, the “Borrower Obligations” (as defined in the Existing Credit Agreement), and any other obligations to pay principal, interest and fees with respect to all such liabilities and obligations, and indemnification obligations related thereto (collectively, the “Assumed Obligations”) and hereby agrees to make all payments required under the Existing Credit Agreement and the other Loan Documents, in each case, as amended and restated hereunder, in effect and to discharge the Assumed Obligations as they become due or are declared due. The Borrower acknowledges that the Existing ▇▇▇▇▇▇▇▇ has assigned to the Borrower all of the rights, duties, obligations and liabilities of the Existing Borrower under the Existing Credit Agreement, including, without limitation, the right to obtain Loans, all on the terms and subject to the conditions set forth in the Existing Credit Agreement, as amended and restated hereunder. From and after the date hereof, the Borrower agrees to perform and discharge all of the Assumed Obligations, including, without limitation, performance and observance of all of the agreements, covenants and conditions of the Existing Credit Agreement and the other Loan Documents, in each case, as amended and restated hereunder, to be performed or observed by the Existing Borrower thereunder or in connection therewith, and to be bound in all respects by the terms of the Existing Credit Agreement, as amended and restated hereby, and the other Loan Documents as they relate to the Existing Borrower as if the Borrower were an original signatory thereto.
(c) The Administrative Agent and the Lenders hereby acknowledge the assignment of rights, duties, obligations and liabilities from the Existing Borrower to the Borrower and the assumption by the Borrower of the rights, duties, obligations and liabilities of the Existing Borrower under the Existing Credit Agreement, as amended and restated hereunder, and the release o...
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 Cactus Wellhead in favor of the administrative agent and the lenders under the Existing Credit Agreement.
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.
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.
SECTION 8.02. Effective as of the Amendment Effective Date, CRH Canada hereby acknowledges, agrees and confirms that, as a result of the Well Health Reorganization, it automatically without further action has acquired all assets, rights and contracts of Initial CRH and each other amalgamating corporation under the Well Health Reorganization and is automatically liable for their debts, liabilities and other obligations, including, without limitation, the Secured Obligations under the Credit Agreement and the other Loan Documents, and has acquired the role of Initial CRH as a Borrower and Loan Party under the Credit Agreement and the other Loan Documents. In furtherance of the foregoing, CRH Canada 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), jointly and sever...
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.
Borrower Assumption. Immediately upon the occurrence of the Borrower Reorganization Transactions as notified in writing by PetroChoice Holdings, Inc. to the Administrative Agent in accordance with Section 5.02(i), PetroChoice Holdings, Inc. shall (i) expressly assume all of the rights, interests, duties, obligations and liabilities of Millennium Moove Corp. under this Agreement and any other Loan Document to which Millennium Moove Corp. is a party and shall become the Borrower hereunder and under the other Loan Documents with no further action and (ii) without limitation of the foregoing, issue a promissory note under Brazilian law to each Lender to evidence such Lender’s Loan (guaranteed “por aval” by each Brazilian Guarantor) in substantially the form of Exhibit G to replace the existing Brazilian Promissory Notes issued by Millennium Moove Corp., and all references hereunder and under any other Loan Document to “Borrower” shall be deemed to be PetroChoice Holdings, Inc., and PetroChoice Holdings, Inc. shall have all rights, interests, duties, obligations and liabilities of the Borrower under this Agreement and the other Loan Documents.
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.