Novation and Assumption Sample Clauses

Novation and Assumption. The Company hereby novates, grants, conveys and transfers to Pubco all of the Company’s rights, title, interest 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 may 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 immediately prior to the 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.
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
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. 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. 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”).
Sample 1
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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. 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.

  • TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

  • Transfer and Assumption (a) Subject to obtaining Lender's prior written consent, which may be withheld in Lender's reasonable and absolute discretion, and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.3, Borrowers shall have a one-time right to Transfer the Property to one or more parties (the "TRANSFEREE BORROWER") and have the Transferee Borrower assume all of Borrowers' obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "TRANSFER AND ASSUMPTION"). Borrowers may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.3. Together with such written application, Borrowers will pay to Lender the reasonable review fee then required by Lender. Borrowers also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys' fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.

  • 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 Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreement and the Real Estate Assignment Documents to which it is party.

  • 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 Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

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