Novation and Assumption Sample Clauses

Novation and Assumption. The Company hereby novates, grants, conveys and transfers to PubCo all of the Company’s rights and obligations under, pursuant to or in connection with the Company Warrant Instrument, Company Warrant Certificate and Warrants, and PubCo hereby accepts such novation, grant, conveyance and transfer and agrees to assume, pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s duties and responsibilities pursuant to or in connection with the Company Warrant Instrument, Company Warrant Certificate and Warrants, each as amended or modified by this Agreement, in each case effective as of the Amalgamation Effective Time.
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Novation and Assumption. 1.1 Excepting only those Active Policies for which the Policyholder (as defined below) effectively rejects the transfer and novation as provided elsewhere herein (such rejected Policies, the “Opt-Out Policies”), this Agreement is intended to effect a novation of all Active Policies (such novated Active Policies, the “Novated Policies”), and of Interboro’s rights and obligations thereunder and AutoOne’s concurrent succeeding to such rights and assuming such obligations (the “Novation”). The effective date of the Novation, to be specified in the Policyholder notices sent pursuant to Section 3.1, is referred to herein as the “Novation Date.” The Parties shall cooperate and exercise their reasonable efforts to cause the Novation Date to coincide with the Effective Date. 1.2 As of the Novation Date, AutoOne hereby irrevocably assumes as exclusive liabilities and obligations of AutoOne to the policyholders, all interests, rights, privileges, duties, obligations, defenses and Policy Liabilities (as defined below) of Interboro under the Novated Policies and hereby agrees to pay, perform and discharge such duties, obligations, and Policy Liabilities as and when due in accordance with the terms and subject to the conditions and exclusions of the Novated Policies. 1.3 As of the Novation Date, Interboro hereby irrevocably assigns to AutoOne all of Interboro’s rights, title, and interest in, to and under the Novated Policies, including without limitation Policyholder receivables and all recoveries and recoverables related to the Novated Policies, existing as of or arising on or after the Novation Date, and/or under applicable law together with all books, records, files, data, renewal information, underwriting information, claim information and any other relevant data or records related to such Novated Policies (the “Records”). 1.4 AutoOne is hereby irrevocably designated the successor to Interboro under the Novated Policies as if such Novated Policies, from and after the Novation Date, were direct obligations of AutoOne. AutoOne substitutes itself as of the Novation Date in the place and stead of Interboro as if named in the Novated Policies in place of Interboro. 1.5 As of the Effective Date, Interboro hereby cedes to AutoOne, and AutoOne hereby assumes and reinsures from Interboro, one hundred percent (100%) of Interboro’s Policy Liabilities under the Expired Policies and the Opt-Out Policies. 1.6 AutoOne shall have the full benefit of any and all defenses, setoffs a...
Sample 1
Novation and Assumption. Target hereby irrevocably novates and transfers to Target (USA) all of Target’s rights, title and interests and duties, liabilities and obligations under the Credit Agreement and the other Loan Documents, solely in its capacity as Borrower, and Target (USA) hereby irrevocably accepts such rights, title and interests and assumes such duties, liabilities and obligations from Target from the Joinder Date on the terms and conditions contained herein, including, without limitation, (i) any claims, liabilities or obligations arising from any failure of Target or any Guarantors to perform any of their covenants, agreements, commitments and/or obligations to be performed prior to the date hereof under the Credit Agreement or any other Loan Document and (ii) all claims or liabilities of Target with respect to the Loans under the Credit Agreement.
Sample 1
Novation and Assumption. 1.1. LianBio irrevocably novates and transfers to LBL all rights, title, interest, liabilities, duties, and obligations of LianBio under the License Agreement (the “Novation”). 1.2. LBL hereby irrevocably accepts the Novation, agrees to be bound by the License Agreement in accordance with its terms as if LBL had at all times been a party to the License Agreement in place of LianBio, and assumes all liabilities, duties, and obligations, and acquires all rights, title, and interest, of LianBio under the License Agreement as if LBL had at all times been a party to the License Agreement in place of LianBio. 1.3. LBL shall assume all liability for any breach, non-observance or failure by LianBio to perform any performance, covenants, agreements, duties, and obligations expressed to be undertaken by LianBio under the License Agreement, irrespective of whether or not any such breach, non-observance or failure is known to any of the Parties.
Sample 1
Novation and Assumption. Premier irrevocably novates and transfers to Xxxxxxxx all of Premier’s duties, liabilities, and obligations in connection with the Net Amount Owed, and Xxxxxxxx irrevocably assumes all of those duties, liabilities, and obligations from Premier from the Effective Date on the terms and conditions contained in this Agreement, including, without limitation, (i) any claims, liabilities, or obligations arising from any failure of Premier to perform any of its covenants, agreements, commitments, and/or obligations to be performed prior to the date of this Agreement in connection with the Net Amount Owed or any agreements, documents or understandings evidencing, or relating to, the Net Amount Owed (collectively, the “Documents”), and (ii) all claims or liabilities of Premier regarding the Net Amount Owed or the Documents.
Sample 1
Novation and Assumption. SSI II hereby irrevocably novates and transfers to Target all of SSI II’s rights, title and interests and duties, liabilities and obligations under the Credit Agreement and the other Loan Documents, solely in its capacity as Borrower, and Target hereby irrevocably accepts such rights, title and interests and assumes such duties, liabilities and obligations from SSI II from the Joinder Date on the terms and conditions contained herein, including, without limitation, (i) any claims, liabilities or obligations arising from any failure of SSI II or any Guarantors to perform any of their covenants, agreements, commitments and/or obligations to be performed prior to the date hereof under the Credit Agreement or any other Loan Document and (ii) all claims or liabilities of SSI II with respect to the Loans under the Credit Agreement.
Sample 1
Novation and Assumption. As of the Effective Time on the Effective Date of the Michxxx Xxxrganization, (a) New Michxxx xxxll without further act or deed of the parties hereto, be entitled to all of the benefits and rights of Old Michxxx xxxer the Loan Agreement, Notes and all documents executed and delivered by Old Michxxx xxxsuant thereto (collectively, the "Loan Documents"), (b) New Michxxx xxxll, and it hereby does without further act or deed of the parties hereto unconditionally and expressly, (i) assume all liabilities and obligations of Old Michxxx xxxer the Loan Documents and (ii) agree to perform all liabilities and obligations of Old Michxxx xxxer said Loan Documents, as if said Loan Documents were originally executed and delivered by New Michxxx, xxd (c) all references in the Loan Documents to the "Company" shall refer to New Michxxx xxxept for references to the Company relating to its status prior to the consummation of the Michxxx Xxxrganization.
Sample 1
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Novation and Assumption. Xxxxx irrevocably novates and transfers to CATI all of Xxxxx’ rights, title, and all of Xxxxx’ interests and duties, liabilities, and obligations under the Loan Documents, and CATI irrevocably accepts all of those rights, titles, and interests and assumes all of those duties, liabilities, and obligations from Xxxxx from the Effective Date on the terms and conditions contained in this Agreement, including, without limitation, (i) any claims, liabilities, or obligations arising from any failure of Xxxxx to perform any of its covenants, agreements, commitments, and/or obligations to be performed prior to the date of this Agreement under the Loan Documents, and (ii) all claims or liabilities of Xxxxx regarding the Loan under the Loan Documents.
Sample 1
Novation and Assumption. International Paper, solely in its capacity as the Borrower, hereby irrevocably novates and assigns to GPI all of International Paper’s rights, title and interests and obligations as Borrower under the Credit Agreement and the other Loan Documents, and GPI hereby irrevocably accepts such rights, title and interests and assumes such duties, liabilities and obligations as Borrower under the Credit Agreement and the other Loan Documents from International Paper from the JV Closing Date on the terms and conditions contained herein, including, without limitation, (i) any claims, liabilities or obligations arising from any failure of International Paper to perform any of its obligations to be performed by the Borrower prior to the date hereof under the Credit Agreement or any Loan Document and (ii) all claims or liabilities of International Paper with respect to the Loans under the Credit Agreement.
Sample 1

Related to Novation and Assumption

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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