Assumption and Amendment Agreement Sample Contracts

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EX-10.3 27 d258358dex103.htm FIRST LIEN OMNIBUS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT FIRST LIEN OMNIBUS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assumption and Amendment Agreement • May 5th, 2020 • New York

FIRST LIEN OMNIBUS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) dated as of November 10, 2010, among Prestige Cruise Holdings, Inc., a Panamanian sociedad anónima (“Holdings”); Seven Seas Cruises S. de R.L., a Panamanian sociedad de responsibilidad limitada (formerly known as Classic Cruises Holdings S. de R.L., “SSC”), Radisson Seven Seas (France) SNC, a French société en nom collectif (“Radisson France” or “Assignor”), Mariner, LLC, a Marshall Islands limited liability company (“Mariner, LLC” or “Assignee”), Celtic Pacific (UK) Two Limited, a company incorporated and existing under the laws of the Bahamas (“CP2”), Supplystill Limited, an English private limited company (“Supplystill”, and together with SSC, Mariner, LLC and CP2, the “Borrowers”), Regent Seven Seas Cruises UK Limited, an English private limited company (“RSSC”), Celtic Pacific (UK) Limited, an English private limited company (“CPUK”), SSC (France) LLC, a Delaware limited liability company (“SSC LL

FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assumption and Amendment Agreement • November 29th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • New York

This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of [●], by and among Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), LeddarTech Holdings Inc., a corporation existing under the laws of Canada (“Newco”, and, following the amalgamation described below, “Amalco”), LeddarTech Inc., a company incorporated under the laws of Canada (“LeddarTech”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).

FORM OF ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Jones Act Warrants
Assumption and Amendment Agreement • November 13th, 2018 • Tidewater Inc • Water transportation • Delaware

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made and entered into as of November [●], 2018, by and among GulfMark Offshore, Inc., a Delaware Corporation (“GulfMark”), Tidewater, Inc., a Delaware Corporation (“Tidewater”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”) and shall become effective upon the First Merger Effective Time (as defined below) (the “Effective Time”). Capitalized terms used but not defined in this Agreement have the respective meanings ascribed to such terms in the Warrant Agreement (as defined below).

Assignment Assumption And Amendment Agreement
Assumption and Amendment Agreement • February 5th, 2021

Paige demobilizing certifiably if converted Westbrooke blotted or leverages. Certificated Norman cramp bareheaded or debarred effectually when Fergus is Altaic. Pyelitic and sent Waverley never grumbled his strapper!

ASSUMPTION AND AMENDMENT AGREEMENT
Assumption and Amendment Agreement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York

ASSUMPTION AND AMENDMENT AGREEMENT, dated as of July 6, 2020 (this “Assumption Agreement”), made by and among DRIVEN SYSTEMS LLC, a Delaware limited liability company, 1-800-RADIATOR FRANCHISOR SPV LLC, a Delaware limited liability company, MEINEKE FRANCHISOR SPV LLC, a Delaware limited liability company, MAACO FRANCHISOR SPV LLC, a Delaware limited liability company, ECONO LUBE FRANCHISOR SPV LLC, a Delaware limited liability company, DRIVE N STYLE FRANCHISOR SPV LLC, a Delaware limited liability company, MERLIN FRANCHISOR SPV LLC, a Delaware limited liability company, CARSTAR FRANCHISOR SPV LLC, a Delaware limited liability company, TAKE 5 FRANCHISOR SPV LLC, a Delaware limited liability company, DRIVEN PRODUCT SOURCING LLC, a Delaware limited liability company, 1-800-RADIATOR PRODUCT SOURCING LLC, a Delaware limited liability company, DRIVEN FUNDING HOLDCO, LLC, a Delaware limited liability company, TAKE 5 PROPERTIES SPV LLC, a Delaware limited liability company, ABRA FRANCHISOR SPV

BORROWER ASSIGNMENT & ASSUMPTION AND AMENDMENT AGREEMENT
Assumption and Amendment Agreement • March 1st, 2019 • Genpact LTD • Services-management consulting services

This ASSIGNMENT & ASSUMPTION AND AMENDMENT AGREEMENT (this “Assignment and Amendment”), dated as of January 17, 2019, is by and among GENPACT INTERNATIONAL, LLC, a Delaware limited liability company (formerly Genpact International, Inc., a Delaware corporation), as assignor (the “Assignor”), GENPACT USA, INC., a Delaware corporation, as assignee (the “Assignee”), Genpact Global Holdings (Bermuda) Limited, an exempted company limited by shares organized under the laws of Bermuda (the “Bermuda Borrower”), Genpact Luxembourg S.à r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (the “Luxembourg Borrower”), Genpact Limited, an exempted company limited by shares organized under the laws of Bermuda (“Holdings”), the LENDERS party hereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

ASSUMPTION AND AMENDMENT AGREEMENT EARLE M. JORGENSEN RETIREMENT SAVINGS PLAN
Assumption and Amendment Agreement • April 12th, 2006 • Reliance Steel & Aluminum Co • Wholesale-metals service centers & offices • Delaware

This Agreement is entered into as of April 3, 2006, by and among Earle M. Jorgensen Company, a Delaware corporation (“EMJ”), Reliance Steel & Aluminum Co., a California corporation (“Reliance”), and RSAC Acquisition Corp., a Delaware corporation (“RSAC”), with respect to the Earle M. Jorgensen Company Retirement Savings Plan (the “Plan”).

FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assumption and Amendment Agreement • September 26th, 2023 • Pegasus TopCo B.V. • New York

THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this "Agreement") dated as of [●], 2023, is made and entered into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the "Company"), Pegasus TopCo B.V., a Dutch private limited liability company, to be converted into a Dutch public limited liability company and to be renamed [●] N.V. promptly following the Share Exchange as defined below (the "TopCo"), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the "Warrant Agent").

FORM OF ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Equity Warrants
Assumption and Amendment Agreement • November 13th, 2018 • Tidewater Inc • Water transportation • Delaware

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made and entered into as of November [●], 2018, by and among GulfMark Offshore, Inc., a Delaware Corporation (“GulfMark”), Tidewater, Inc., a Delaware Corporation (“Tidewater”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”) and shall become effective upon the First Merger Effective Time (as defined below) (the “Effective Time”). Capitalized terms used but not defined in this Agreement have the respective meanings ascribed to such terms in the Warrant Agreement (as defined below).

ASSUMPTION AND AMENDMENT AGREEMENT
Assumption and Amendment Agreement • July 1st, 2014 • Oshkosh Corp • Motor vehicles & passenger car bodies

THIS ASSUMPTION AND AMENDMENT AGREEMENT, dated as of June 30, 2014 (this “Agreement”), among Oshkosh Corporation, a Wisconsin corporation incorporated in January 1930 (“OSK”), Oshkosh Corporation, a Wisconsin corporation incorporated in June 2014 (“Holdco”), OSHKOSH DEFENSE, LLC, a Wisconsin limited liability company (the “New Guarantor”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”), is entered into pursuant to Section 11.22 of the Amended and Restated Credit Agreement, dated as of March 21, 2014 (the “Credit Agreement”), among OSK, various financial institutions (the “Lenders”) and the Administrative Agent. Capitalized terms defined in the Credit Agreement and not otherwise defined herein have the respective meanings ascribed to them in the Credit Agreement.

AMENDMENT AGREEMENT NO. 2 dated NOVEMBER 16 2010 for CSI HUNGARY GYÁRTÓ ÉS KERESKEDELMI KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG as Chargor and WILMINGTON TRUST (LONDON) LIMITED as Chargee RELATING TO A CHARGE AND SECURITY DEPOSIT OVER BANK ACCOUNTS AGREEMENT...
Assumption and Amendment Agreement • February 9th, 2012 • RenPac Holdings Inc. • Miscellaneous plastics products

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electroni

ASSUMPTION AND AMENDMENT AGREEMENT
Assumption and Amendment Agreement • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Florida

This Assumption and Amendment Agreement (the “Agreement”) is entered into by and between Venus Concept USA Inc. (the “Company”) and Jack Fisher, MD (“Consultant”) as of this 8th day of February, 2018.

AMENDMENT AGREEMENT NO. 2 dated NOVEMBER 16 2010 for CSI HUNGARY GYÁRTÓ ÉS KERESKEDELMI KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG as Chargor and WILMINGTON TRUST (LONDON) LIMITED as Chargee RELATING TO A FLOATING CHARGE AGREEMENT DATED 29 JANUARY 2010 AS AMENDED...
Assumption and Amendment Agreement • February 9th, 2012 • RenPac Holdings Inc. • Miscellaneous plastics products

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electroni

FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assumption and Amendment Agreement • June 20th, 2023 • Digital Virgo Group S.A. • Services-computer programming services • New York

This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of __________ __, 2023, by and among Goal Acquisitions Corp., a Delaware corporation (the “Company”), Goal Acquisitions Nevada Corp., a Nevada corporation (“Goal Nevada”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

Contract
Assumption and Amendment Agreement • March 31st, 2021 • Air T Inc • Air courier services • California

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ENGINE LEASE FINANCE CORPORATIONAS EXISTING LESSORCOMPANHIA DE TRANSPORTES AEREOS AIR MACAU, SARLAS LESSEECONTRAIL AVIATION LEASING, LLCAS NEW LESSOR ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT IN RESPECT OF ONE (1) iae v2530 AIRCRAFT ENGINE BEARING MANUFACTURER'S SERIAL NUMBER v10150

ASSUMPTION AND AMENDMENT AGREEMENT EARLE M. JORGENSEN COMPANY 2004 STOCK INCENTIVE PLAN
Assumption and Amendment Agreement • April 11th, 2006 • Reliance Steel & Aluminum Co • Wholesale-metals service centers & offices • California

This Agreement is entered into as of April 3, 2006, by and between Earle M. Jorgensen Company, a Delaware corporation (“EMJ”), and Reliance Steel & Aluminum Co., a California corporation (“Reliance”), regarding the Earle M. Jorgensen Company 2004 Stock Incentive Plan, as amended (the “Plan”).

ASSUMPTION AND AMENDMENT AGREEMENT
Assumption and Amendment Agreement • July 14th, 2005 • Iteris, Inc. • Communications equipment, nec • California

This Assumption Agreement (“Agreement”), dated as of October 20, 2004, is made by and between Wells Fargo Bank, National Association (“Bank”) and Iteris Holdings, Inc., a Delaware corporation (“Holdings”), successor by merger to Iteris, Inc., a Delaware corporation (“Original Borrower”).

ASSUMPTION AND AMENDMENT AGREEMENT Between (the “Mortgagor”) and Ø (the “Guarantor”) and
Assumption and Amendment Agreement • December 12th, 2020

WHEREAS by a Charge/Mortgage of Land (the “Mortgage”) dated Ø, and registered in the Land Registry Office for the Ø (No. Ø) on Ø, as Instrument No. Ø, the Original Mortgagor mortgaged the lands known municipally as Ø, in Ø, more particularly described in Schedule “A” hereto (the “Lands”) to the Mortgagee to secure the payment of the principal sum of Ø dollars ($Ø) upon the terms contained in the Mortgage;

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