Effect of Assumption. 5.3.1 For purposes of carrying out the responsibilities assumed under this MOU, and subject to the limitations contained in 23 U.S.C. 327 and this MOU, DOT&PF shall be deemed to be acting as FHWA with respect to the environmental review, consultation, and other related actions required under those responsibilities.
Effect of Assumption. Upon the satisfaction of all requirements for the novation and assumption of a Reinsured Policy, the Ceding Company shall be deemed to have assigned and transferred all of its rights relating to such Novated Contract as of the Assumption Date and the Reinsurer shall be deemed to have assumed and accepted all of the risks, liabilities and obligations under or arising out of the applicable Novated Contract, whether arising prior, on or subsequent to the applicable Assumption Date. The Reinsurer hereby agrees that it shall be directly and solely liable for such risks, liabilities and obligations. On each Assumption Date, the Reinsurer shall assume all risks, liabilities and obligations under or arising out of the applicable Novated Contract such that the Reinsurer shall be considered and deemed the original party in lieu of the Ceding Company, from the inception date of the applicable Reinsured Policy. The Novated Contracts shall continue and remain in full force and effect, except as modified by the Notice and Certificate of Assumption. For the avoidance of doubt, a Novated Contract shall not constitute the creation of a new contract or the termination of the applicable Reinsured Policy; rather, such Novated Contract shall be considered and deemed a continuation of the existing contract as if the Reinsurer were the original party in lieu of the Ceding Company. Notwithstanding the foregoing, it is understood and agreed that such assignment, transfer and assumption shall not affect any indemnification rights of the parties pursuant to Article IX, or any other indemnification or right to recovery provided to a party under any other agreement. Promptly after assumption by the Reinsurer of any Novated Contracts, the Ceding Company shall deliver original books and records that relate to such Novated Contracts to the Reinsurer to the extent required by applicable Law. Upon the assumption by the Reinsurer of any Novated Contract of if any Reinsured Policy is otherwise renewed, replaced or otherwise transitioned to a policy issued by the Reinsurer or its Affiliates on their respective policy forms, (a) the Required Balance shall be adjusted in the next succeeding report to be delivered by the Reinsurer under Section 5.7 to reflect the removal of such Reinsured Policy, and the portion of the assets held in the Trust Account relating to such Novated Contract or former Reinsured Policy shall be released from the Trust Account and transferred to the Reinsurer and (ii) if...
Effect of Assumption. Upon the satisfaction of all requirements for the novation and assumption of a Targeted Policy, the Ceding Company shall be deemed to have assigned and transferred all of its rights relating to such Novated Contract as of the assumption date and the Reinsurer shall be deemed to have assumed and accepted all of the Reinsured Liabilities under or arising out of the applicable Novated Contract. The Reinsurer hereby agrees that it shall be directly and solely liable for such Reinsured Liabilities. As of each assumption date, the Reinsurer shall assume all Reinsured Liabilities under or arising out of the applicable Novated Contract such that the Reinsurer shall be considered and deemed the original party in lieu of the Ceding Company in respect of such Reinsured Liabilities. For the avoidance of doubt, a Novated Contract shall not constitute the creation of a new contract or the termination of the applicable Reinsured Contract; rather such Novated Contract shall be considered and deemed a continuation of the existing contract as if the Reinsurer were the original party thereto in lieu of the Ceding Company in respect of the Reinsured Liabilities under or arising out of the applicable Reinsured Contract. It is understood and agreed that such assignment, transfer and assumption shall not affect any indemnification rights of the parties pursuant to Article VIII, or any other indemnification or right to recovery provided to a party under any other agreement. LICENSES;
Effect of Assumption. 5.3.1 For purposes of carrying out the responsibilities assumed under this MOU, and subject to the limitations contained in 23 U.S.C. 327 and this MOU, Caltrans shall be deemed to be acting as the FHWA with respect to the environmental review, consultation, and other actions required under those responsibilities.
Effect of Assumption. Nothing in this Assumption Agreement shall, or shall be deemed to modify or otherwise affect any provisions of the Asset Purchase Agreement or affect the rights of the parties under the Asset Purchase Agreement. In the event of any conflict between the provisions hereof and the provisions of the Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall govern and control.
Effect of Assumption. From and after the Effective Time of the Merger, -------------------- GB Bancorp shall succeed to, and be substituted for, and may exercise every right and power of, Cupertino under the Debenture Agreement with the same effect as if GB Bancorp had been originally named in the place and stead of Cupertino in the Debenture Agreement, and the Debenture holders shall look solely and exclusively to GB Bancorp for the performance and discharge of the obligations of Cupertino under the Debenture Agreement and the Debentures.
Effect of Assumption. 5.3.1 For purposes of carrying out the responsibilities assumed under this MOU, and subject to the limitations contained in 23 U.S.C. 327 and this MOU, ODOT shall be deemed to be acting as FHWA with respect to the environmental review, consultation, and other action required under those responsibilities. 5.4.1 As provided at 23 U.S.C. 327(a)(2)(E), nothing in this MOU preempts or interferes with any power, jurisdiction, responsibility, or authority of an agency other than the USDOT (including FHWA), under applicable statutes and regulations with respect to a project.
Effect of Assumption. Upon the Assumption (as defined in the Guarantee), automatically and without any further action by any party hereto, all provisions in this Agreement relating to the SHSE Clearance or the Parent Shareholder Approval (including, without limitation, the Parent Board Resolutions and the Parent Shareholder Meeting) shall be deemed deleted in their entirety. [The remainder of this page has been intentionally left blank; the next page is the signature page.]
Effect of Assumption. On and after the Assumption Date and provided the Security Trustee (on behalf of the relevant Company) has paid the Relevant Amounts within the time period specified in Clause 4.1(c):
(a) without prejudice to any right or entitlement to terminate arising in respect of future events, Barclays shall continue to observe, perform and comply with all of its obligations under the relevant Barclays Loan Agreement;
(b) without prejudice to any right or entitlement to terminate arising in respect of future events, the relevant Barclays Loan Agreement shall remain in full force and effect;
(c) subject to Clauses 5.2 and 5.3, Barclays will not exercise or enforce or attempt to exercise or enforce any right or remedy against the relevant Company in respect of the event giving rise to the right or entitlement to terminate referred to in Clause 4.1 and in respect of which the relevant Termination Notice was issued; and
(d) the Security Trustee will, to the extent of the Relevant Amounts actually paid by it to Barclays, be subrogated to the rights of Barclays against the relevant Company under the relevant Barclays Loan Agreement and relevant Barclays Security in respect of each such payment made by the Security Trustee on behalf of the relevant Company and the relevant Company hereby acknowledges its indebtedness to the Security Trustee in respect of each such amount together with interest thereon calculated in accordance with the provisions of the Security Documents.
Effect of Assumption. The assumption by Assignee of the duties and obligations of the Assignor under the Agreements provided for herein shall in no way expand the rights or remedies of any third party against Assignee as compared to the rights and remedies which such third party would have had against Assignor had Assignee not assumed such duties and obligations. Assignor shall be responsible for and retains all liabilities for duties and obligations incurred under the Agreements prior to the date of this Assignment Agreement.
