Joinder and Assumption Sample Clauses

Joinder and Assumption. New Borrower is a wholly owned Subsidiary of Atricure. New Borrower hereby joins the Loan Agreement and each of the other appropriate Existing Loan Documents, and agrees to comply with and be bound by all of the terms, conditions and covenants of the Loan Agreement and each of the other appropriate Existing Loan Documents, as if New Borrower were originally named a “Borrower”, “Grantor” and/or a “Debtor” therein. Without limiting the generality of the preceding sentence, New Borrower hereby assumes and agrees to pay and perform when due all present and future indebtedness, liabilities and obligations of Borrower under the Loan Agreement, including, without limitation, the Obligations. From and after the date hereof, all references in the Existing Loan Documents to “Borrower” and/or “Debtor” shall be deemed to refer to and include New Borrower. Further, all present and future Obligations of Borrower shall be deemed to refer to all present and future Obligations of New Borrower. New Borrower acknowledges that the Obligations are due and owing to Bank from Borrower including, without limitation, New Borrower, without any defense, offset or counterclaim of any kind or nature whatsoever as of the date hereof.

Joinder and Assumption. From and after the date hereof, New Borrower hereby absolutely and unconditionally (i) joins as and becomes a party to the Loan Agreement as a Borrower thereunder and to each Financing Agreement to which Original Borrower is a party, (ii) assumes, as a joint and several obligor thereunder, all of the obligations, liabilities and indemnities of a Borrower under the Loan Agreement and all other Financing Agreements, (iii) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower with respect to the Loan Agreement and the other Financing Agreements and all of the representations and warranties contained in the Loan Agreement and the other Financing Agreements with respect to a Borrower, and (iv) collaterally assigns and transfers to Administrative Agent (for the benefit of Lenders and itself) and hereby grants to Administrative Agent (for the benefit of Lenders and itself) a continuing first-priority security interest in all of New Borrower’s now owned and existing and hereafter acquired and arising Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable Intercreditor Agreements. New Borrower hereby authorizes Administrative Agent to file at any time uniform commercial code financing statements in such jurisdictions and offices as Administrative Agent deems necessary in connection with the perfection of a security interest in all of New Borrower’s now owned or hereafter arising or acquired Collateral, including, without limitation, Accounts and Deposit Accounts of New Borrower, and all proceeds and products thereof. From and after the date hereof, any reference to the term “Borrower” in the Loan Agreement and the Financing Agreements shall also include New Borrower.

Joinder and Assumption. The Additional Borrowers hereby join in and assume all of the Obligations jointly and severally with the Existing Borrowers, and the Additional Borrowers hereby covenant, promise and agree jointly and severally with the Existing Borrowers, (a) to pay to the Administrative Agent for the account of the Lenders, the principal of and interest on the Note, and all other sums payable thereunder, at the times, in the manner, and in all respects as therein provided; (b) to perform and comply with all of the terms, covenants, agreements and obligations to be performed by the Existing Borrowers under the Note, the Credit Agreement, and all other Loan Documents at the times, in the manner, and in all respects as therein provided; and (c) to be bound by each and all of the terms, covenants, agreements and obligations of the Note, the Credit Agreement, and all other Loan Documents as though said docu­ments had originally been made, executed, and delivered by the Original Borrowers and the Additional Borrowers.

Joinder and Assumption. New Borrower has been purchased by Secured Guarantor and is a wholly owned Subsidiary of Secured Guarantor. New Borrower hereby joins the Loan Agreement and each of the other appropriate Existing Loan Documents, and agrees to comply with and be bound by all of the terms, conditions and covenants of the Loan Agreement and each of the other appropriate Existing Loan Documents, as if New Borrower were originally named a “Borrower” and/or a “Debtor” therein. Without limiting the generality of the preceding sentence, New Borrower hereby assumes and agrees to pay and perform when due all present and future indebtedness, liabilities and obligations of Borrower under the Loan Agreement, including, without limitation, the Obligations. From and after the date hereof, all references in the Existing Loan Documents to “Borrower” and/or “Debtor” shall be deemed to refer to and include New Borrower. Further, all present and future Obligations of Borrower shall be deemed to refer to all present and future Obligations of New Borrower. New Borrower acknowledges that the Obligations are due and owing to Bank from Borrower including, without limitation, New Borrower, without any defense, offset or counterclaim of any kind or nature whatsoever as of the date hereof.

Joinder and Assumption. New Holdco hereby assumes, and hereby agrees to perform and observe, each and every one of the representations, warranties, covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities applicable to it under each of the Agreements. Upon the execution of this Joinder Agreement, New Holdco shall become a party to each of the Agreements and be bound by all of the terms and conditions set forth in the Agreements.

Joinder and Assumption. (a) Each of the undersigned hereby join in, assume and agree to be bound by all terms, covenants and conditions set forth in the Existing Prime Vendor Agreement, as hereby amended (the same, as it may be further amended, supplemented or otherwise modified from time to time, the “PVA”), as if each of the undersigned were originally a party to the PVA. Accordingly, effective immediately, each of the undersigned is and shall be deemed a Customer under the PVA and all related instruments, agreements and documents. (b) Each of the undersigned agrees to (i) cause each subsidiary or affiliate of the undersigned which may from and after the date hereof be acquired or formed by any of the undersigned to likewise join in, assume and agree to be bound by all terms, covenants and conditions set forth in the PVA and thereby become a Customer under the PVA and all related instruments, agreements and documents, and (ii) execute and/or deliver such instruments, agreements and documents as ABDC may reasonably require to effectuate the intents and objects of this provision and the PVA and all related instruments, agreements and documents. (c) Without limiting the generality of the foregoing, each other of the undersigned grant, affirm and/or reaffirm (and shall cause each subsidiary or affiliate of the undersigned which may be acquired or formed by any of the undersigned to grant) a lien on and security interest in and to the Collateral (as hereinafter defined) by joining in and agreeing to be bound by the terms, covenants and conditions set forth in the PVA. Notwithstanding anything to the contrary set forth in this Section 1 of this PVA, the joinder of a Customer and the execution and exchange of documentation in connection therewith shall not be required with respect to any affiliate or subsidiary that is a party to a contract with a vendor of Inventory of a type which is available for purchase from ABDC until lawful termination of such contract; provided, however, that the undersigned and/or any such subsidiary or affiliate shall terminate (or cause termination of) such contract in accordance with its terms as quickly as commercially reasonable, without penalty, damages or other costs to such affiliate or subsidiary for such termination so that such affiliate or subsidiary may join in the PVA as soon after such termination as practicable.

Joinder and Assumption. CMB hereby acknowledges, agrees and confirms that, by its execution of this Agreement, it is hereby joined as a party to the Registration Rights Agreement for all purposes, and CMB hereby assumes all of the rights and obligations of Bocimar thereunder as if it had executed the Registration Rights Agreement.

Joinder and Assumption. (a) By signing this Agreement, the New Lender confirms that it has become a Lender pursuant to Section 2.10 of the Credit Agreement with a Commitment as set forth in Recital B, and will, as of the Effective Date, become a Lender under the Credit Agreement and will be bound by all terms, conditions, obligations and duties applicable to a Lender under the Credit Agreement and the other Loan Documents. (b) New Lender hereby acknowledges and agrees that this Agreement is expressly made for the benefit of the Company, the Administrative Agent and the other Lenders and their respective successors and permitted assigns. From and after the Effective Date, New Lender shall be a party to the Credit Agreement and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents. (c) Nothing contained in this Agreement shall be construed to amend or modify the terms of the Loan Documents other than to effectuate the joinder and assumption contemplated herein.

Joinder and Assumption. Seller’s Parent Company acknowledges and agrees that, due to the uncertainty concerning the continued existence of Seller after Closing, Buyer would not enter into this Agreement; therefore, as a material inducement and specific consideration to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, Seller’s Parent Company, by its execution hereof, specifically undertakes with Seller the representations, warranties, covenants, agreements, obligations and indemnifications of Seller and agrees to perform any and all such undertakings after Closing. Seller’s Parent Company covenants that all corporate actions necessary to authorize this undertaking on its part have been obtained and a certificate of resolution to this effect shall be delivered to Buyer at or prior to Closing.

Joinder and Assumption. Hagerstown Land shall be an additional Subsidiary Guarantor, Expanded Property Owner and Loan Party for all purposes under the Loan Agreement and the other Loan Documents. Hagerstown Land hereby absolutely and unconditionally (i) joins as and becomes a party to the Guaranty and the Loan Agreement, becoming a party to the Guaranty and the Loan Agreement as an additional Guarantor thereunder, (ii) assumes, as the joint and several obligation of Hagerstown Land and each other Guarantor signatory thereto, all of the obligations, liabilities and indemnities of each Guarantor under the Guaranty and the Loan Agreement, and (iii) covenants and agrees to be bound by and adhere to all of the terms, representations, warranties, covenants, agreements and conditions contained in the Guaranty and, with respect to each Guarantor, under the Loan Agreement. Hagerstown Land further hereby absolutely and unconditionally (a) joins as and becomes a party to the Environmental Indemnity, becoming a party to the Environmental Indemnity as an additional Indemnitor (as defined in the Environmental Indemnity) thereunder, (b) assumes, as the joint and several obligation of Hagerstown Land and each other Indemnitor signatory thereto, all of the obligations, liabilities and indemnities of each Indemnitor under the Environmental Indemnity, and (c) covenants and agrees to be bound by and adhere to all of the terms, representations, warranties, covenants, agreements and conditions contained in the Environmental Indemnity. Hagerstown Land further hereby absolutely and unconditionally (1) joins as and becomes a party to the Omnibus Cash Flow Pledge Agreement, becoming a party to the Omnibus Cash Flow Pledge Agreement as an additional Assignor (as defined in the Omnibus Cash Flow Pledge Agreement) thereunder, (2) assumes, as the joint and several obligation of Hagerstown Land and each other Assignor signatory thereto, all of the obligations, liabilities and indemnities of each Assignor under the Omnibus Cash Flow Pledge Agreement, and (3) covenants and agrees to be bound by and adhere to all of the terms, representations, warranties, covenants, agreements and conditions contained in the Omnibus Cash Flow Pledge Agreement. Hagerstown Land further hereby absolutely and unconditionally (X) joins as and becomes a party to the Omnibus Negative Pledge Agreement, becoming a party to the Omnibus Negative Pledge Agreement as an additional Negative Pledgor (as defined in the Omnibus Negative Pledge Ag...