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 Borrower 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...
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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 Cactus Wellhead in favor of the administrative agent and the lenders under the Existing Credit Agreement.
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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.
Sample 1
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.
Sample 1
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...
Sample 1
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.
Sample 1

Related to Borrower Assumption

  • Loan Assumption Provided no Event of Default is then continuing, Mortgage Borrower shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer than all) of the Properties only if after giving effect to the proposed transaction (i) the Properties will be owned by one or more Single Purpose Entities wholly owned by a Permitted Transferee or a Pre-approved Transferee which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances and (vi) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.

  • New Lender The New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement (as amended by this Amendment) as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. The New Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement (as amended by this Amendment) as a Lender thereunder and, to the extent of the Loans and Commitments acquired by such New Lender pursuant to this Amendment (such New Lender’s “Acquired Interest”), shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by such Acquired Interest and either it, or the Person exercising discretion in making its decision to acquire such Acquired Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 4.01(a)(xi), 6.01(a) or 6.01(b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase such Acquired Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to purchase such Acquired Interest, and (vii) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

  • 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.

  • 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.

  • Additional Borrowers (a) The Parent may from time to time designate one or more wholly-owned Subsidiaries of Parent organized in the United States as an Additional Borrower by delivering to the Agent: (i) all documentation and other customary information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that the Agent or any Lender has reasonably requested, including, if such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Subsidiary, without any written objection submitted by any Lender or the Agent within five (5) Business Days of its receipt of such documentation and other information; (ii) solely to the extent such Subsidiary is not already a Loan Party, (A) all documents, joinders, supplements, updated schedules, instruments, certificates and agreements and all other actions and information, then required by or in respect of such Subsidiary by Section 5.11 or by the Guaranty and Security Agreement (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions), (B) a customary opinion of counsel of such Subsidiary and (C) a customary secretary’s certificate attaching such documents as were delivered by the existing Borrowers on the Closing Date; (iii) promissory notes in respect of such Subsidiary in its capacity as Additional Borrower in favor of any Lender requesting such promissory notes, in form and substance consistent with the notes (if any) provided by the existing Borrowers as of the Closing Date; and (iv) a joinder agreement in form and substance reasonably satisfactory to the Agent whereby such Subsidiary becomes party hereto as a Borrower. (b) The designation of any wholly-owned Subsidiary of Parent organized in the United States as an Additional Borrower shall only be effective two (2) Business Days following the delivery of the documents set forth in, and satisfaction of the requirements of, Section 2.2(a).

  • Amendment of Credit Agreement (a) Effective as of the First Incremental Term Facility Amendment Effective Date, the Credit Agreement is hereby amended as follows: (i) The following definitions are hereby added in the appropriate alphabetical order to Section 1.01:

  • Initial Borrowing Base For the period from and including the Closing Date to but excluding the first Redetermination Date, the amount of the Borrowing Base shall be $2,250,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Section 2.14(e), (f) and (g).

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.