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.
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. 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.
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.
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. 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.
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.
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:
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.
