The Assumption. Prior to the date of the Assumption Date, only Xxxxx Two and Ashland, but none of Ashland’s other Subsidiaries, will have any Obligations under this Indenture and the Notes, and such other Subsidiaries will not be subject to the covenants set forth in this Indenture and the Notes. Subject to satisfaction of the following conditions, upon consummation of the Assumption (a) Xxxxx Two will merge with and into Valvoline, with Valvoline as the surviving corporation, and Valvoline shall assume the obligations of Xxxxx Two under this Indenture and the Notes by executing a supplemental indenture in the form of Exhibit E hereto and (b) the Ashland Guarantee shall be automatically and unconditionally released:
(a) Valvoline and each of Valvoline’s direct and indirect Domestic Restricted Subsidiaries that guarantees the Senior Secured Credit Facilities shall have executed a supplemental indenture in the form of Exhibit E hereto evidencing their guarantee of the Company’s obligations under the Notes in accordance with Article X; and the Company shall have delivered to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by Valvoline and each Subsidiary Guarantor and, subject to customary exceptions, is a valid and binding obligation of the Company and each such Subsidiary Guarantor, enforceable against the Company and each such Subsidiary Guarantor in accordance with its terms;
(b) the Company shall have provided an Officer’s Certificate to the Trustee certifying that none of Valvoline or any of the Subsidiaries of Ashland that will become a Restricted Subsidiary at the time of the Assumption have taken any action (or omitted to take any action) that would constitute a Default or Event of Default under this Indenture or the Notes assuming that (i) Valvoline was the initial issuer of the Notes and all entities constituting the Valvoline Business that will become Restricted Subsidiaries were Restricted Subsidiaries during the period of time from the Issue Date through the Assumption Date and (ii) Valvoline and such Restricted Subsidiaries had been subject to the provisions of Indenture and the Notes on and from the Issue Date to the Assumption Date; provided that compliance with Section 4.09 shall be determined as if the Company did not have the ability to incur Indebtedness under Section 4.09(a) between the Issue Date and the Assumption Date; and
(c) as of the Assumption Date, (i) all of the assets that con...
The Assumption. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume and shall timely pay, perform, fulfill and discharge when due, the Assumed Liabilities. Notwithstanding anything to the contrary herein, Seller and the Seller Subsidiaries shall retain, and Purchaser shall not assume, the Retained Liabilities.
The Assumption. Buyer shall deliver to Seller the payments specified in Section 2.3 of this Agreement.
The Assumption. Purchaser, as the surviving entity in the Merger, expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest (including any Special Interest) on the Securities and the performance of every covenant of the Indenture on the part of Western Wireless to be performed or observed.
The Assumption. If the Assumption shall not occur as contemplated by the Escrow Agreement, or if it occurs without waiver of the Tender Condition, then in such events, this First Supplemental Indenture shall terminate and shall be without force and effect.
The Assumption. At the Closing, Purchaser shall assume and shall timely pay, perform, fulfill and discharge when due the Assumed Liabilities. Notwithstanding anything to the contrary herein, Seller and the Seller Subsidiaries shall retain, and Purchaser shall not assume, the Retained Liabilities.
The Assumption. Definition 11.2.1 Let p, q be random k-bit primes. Let N be a Xxxx Integer, r ∈ Z , s ∈ J . ∗ The QR Problem (for Xxxx Integers) is distinguishing N, r2 from (N, s).
The Assumption. Assignee assumes and accepts all duties, obligations, and liabilities under the Assumed Liabilities and all other matters first accruing from and after the Effective Date.
The Assumption. Assignee hereby assumes full obligation for the $362,000 in Assignor’s Debts and current Liabilities; and agrees to pay, perform, fulfill, and discharge said debts to the best of its ability and within a reasonable business manner. As such Assignee hereby agrees to be bound by all of the provisions of those accumulated Debts and “Steps into the Shoes” of Assignor as the sole and ultimate Obligor of said Debts. Assignee understands that this binding Agreement allows the payees of the Assignor to enforce their monetary claims against it directly; consents and shall contact said payees to Assume said Debts in direct privity.
The Assumption
