Non-Assumption Clause Samples
The Non-Assumption clause establishes that a party does not take on or become responsible for certain obligations, liabilities, or contracts of another party. In practice, this means that when assets or business interests are transferred, the receiving party is not automatically liable for any debts or commitments that existed prior to the transfer unless explicitly agreed otherwise. This clause is essential for clearly delineating which responsibilities remain with the original party, thereby protecting the recipient from unexpected or undisclosed liabilities and ensuring both parties understand the limits of their obligations.
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Non-Assumption. 32.1 RMH agrees that this amendment does not constitute an assumption of the Agreement as that term is used under applicable bankruptcy law.
Non-Assumption. Notice is hereby given that Trustor's obligations -------------- under this Deed of Trust may not be assumed except as permitted by Section 1.11 hereof. Any transfer of Trustor's interest in the Mortgaged Property or any attempted assumption of Trustor's obligations under the Deed of Trust not so approved shall constitute a default hereunder and shall permit Beneficiary to accelerate the Maturity Date of the Note. Reference to applicable sections of the Loan Documents must be made for the full text of such provisions.
Non-Assumption. The services to be performed by Employee under this Agreement are personal to him, and may not be assumed by any other party except with Bank's prior written consent.
Non-Assumption. If upon the closing of any Acquisition the successor entity does not assume the obligations of this Warrant and Holder has not otherwise exercised this Warrant in full, then this Warrant will be deemed to have been automatically converted pursuant to Section 1.3, and thereafter, Holder shall participate in the Acquisition on the same terms as other holders of the same class of securities of the Company.
Non-Assumption. In the event of a Change in Control wherein the Company and the Executive have not received written notice at least five (5) business days prior to the date of the event giving rise to the Change in Control from the successor to all or a substantial portion of the Company's business or assets that such successor is willing as of the closing to assume and agrees to perform the Company's obligations under this Agreement in the same manner and to the same extent that the Company is hereby required to perform, then the Executive may, at the Executive's sole discretion, elect to terminate the Executive's employment on such Change in Control by providing written notice to the Company prior to the closing of the transaction giving rise to the Change in Control. In such case, the Executive shall receive the severance compensation as set forth in Section 5(d).
Non-Assumption. There is a failure or refusal of any successor to Commerce to assume all duties and obligations of Commerce under this Agreement; so long as, with respect to clause (iii), (1) Employee shall first give Commerce not less than thirty (30) days prior written notice of his intention to terminate his employment specifying the reason(s) why such termination is not Voluntarily as set forth above and the date of termination; and (2) after receipt of such notice, if Commerce fails to cure or remedy the reason(s) for such termination before the date of termination set forth in such notice. Notwithstanding the foregoing, by executing this Agreement, Employee agrees that none of the events described in clauses (a) through (g) shall be deemed to occur solely due to the fact that (i) as a result of the consummation of the Merger (as defined in Section 8.1 below), Commerce ceases to be a publicly held corporation (and as such, Employee’s title, duties and responsibilities are no longer those held at a publicly held corporation), and (ii) the Employee will report to the President and CEO of TD Banknorth, NA, and TD Banknorth, Inc.
Non-Assumption. There is a failure or refusal of any successor to Commerce to assume all duties and obligations of Commerce under this Agreement.
Non-Assumption. The services to be performed by Executive Vice President under this Agreement are personal to him, and may not be assumed by any other party except with Bank’s prior written consent.
Non-Assumption. The services to be performed by President under this Agreement are personal to him, and may not be assumed by any other party except with Bank's prior written consent.
Non-Assumption. At the Closing, the Buyer shall assume the liabilities of PHI and the Seller that relate to the operation of the Restaurants from and after the Closing Date (the “Assumed Liabilities”). Except as specifically contemplated by this Agreement, the Buyer will not assume any liabilities or obligations that arise from the operations of the Restaurants on or before the Closing Date, and the Seller agrees to timely perform all obligations relating to the Restaurants that arise out of operations of the Restaurants for the period prior to the Closing Date.