Buyer’s Assumption. By execution of this Amendment, HLSS MSR-EBO Acquisition LLC hereby assumes all obligations of HLSS under the MSR Purchase Agreement and each Sale Supplement, whether currently existing or accruing after the date of this Amendment.
Buyer’s Assumption. Except as otherwise expressly provided herein, Xxxxx understands and agrees it is acquiring the Purchased Assets and Easement Rights “AS IS, WHERE IS” on the Closing Date, and in their condition on the Closing Date, and that Buyer is relying solely on its own examination of the Purchased Assets, Easement Rights and/or Permits.
Buyer’s Assumption. Buyer shall, from and after the Closing, assume and perform its Working Interest share of all duties and obligations arising in connection with the Assets and all contracts and agreements relating thereto.
Buyer’s Assumption. Buyer hereby expressly assumes, with recourse, subject to non-recourse provisions set forth in the Loan Documents, the unpaid balance due and owing on the Note, together with interest thereon as provided in the Note, together with all other obligations under the Note, Loan Agreement, Security Instrument and each and every one of the Loan Documents, with the same force and effect as if Buyer had been specifically named therein as the original maker, borrower, grantor, debtor or indemnitor, as applicable, it being specifically agreed by Buyer that to the extent said Note is recourse that Xxxxxx’s remedies shall not in any respect or extent be limited solely to the Property or any other collateral securing the obligation. Xxxxx further expressly promises to pay all loan installments as they become due and to observe all obligations of the Loan Agreement, Note and Security Instrument. The foregoing assumption by Buyer is absolute and unconditional, subject to non recourse provisions set forth in the Loan Documents and is not subject to any defenses, waivers, claims or offsets nor may it be affected or impaired by any agreement, condition, statement or representation of Seller or Buyer or any failure to perform the same and that Buyer hereby relinquishes, waives and releases any and all such defenses, claims, offsets, and causes of action. Xxxxx expressly agrees that it has read and approved of and will comply with and be bound by all of the terms, conditions, and provisions contained in the Security Instrument, the Note and all other Loan Documents.
Buyer’s Assumption. OR PAYMENT OF BANK STOCK LOAN TO DURAXX XXXK. As an integral part of this transaction and as additional consideration to BankSouth and the Control Group Shareholders to enter into and perform under this Agreement, Buyer agrees that it will, on the Closing Date, either assume or cause to be fully paid the Bank Stock Loan to Duraxx Xxxk; provided, however, that the amount of the Bank Stock Loan which Buyer is obligated to assume or pay at the Closing pursuant to this Agreement shall not, in any event, exceed the amount of One Million Eight Hundred Thousand and No/100 Dollars ($1,800,000.00). This is a specific assumption and obligation of Buyer with regard to the performance and consummation of this transaction and is intended to be an integral part of its assumption of all liabilities of BankSouth pursuant to this Agreement. All of the issued and outstanding shares of Citizens Bank Common Stock have been pledged by BankSouth to the Duraxx Xxxk to secure repayment of the Bank Stock Loan. Buyer agrees to cause Duraxx Xxxk, by Buyer's assumption or payment of the Bank Stock Loan, to fully release its pledge of all of Citizens Bank Common Stock and to obtain all of the Citizens Bank Common Stock certificates held by Duraxx Xxxk pursuant to such pledge for the Closing to be endorsed in blank for transfer by BankSouth on the Closing Date when the Acquisition is fully consummated
Buyer’s Assumption. Irrevocable Buyer acknowledges that (a) Seller’s sale of the Assets to Buyer, and Buyer’s assumption of the Assumed Obligations, are irrevocable, and (b) Buyer shall have no recourse to Seller except for Seller’s breaches of its representations, warranties or covenants.
