Company Assumption definition

Company Assumption means the consummation of the transactions whereby (a) the Company will assume all of the obligations of Depositor under the Notes and the Indenture, and (b) Depositor will be released from its obligations in respect of the Notes and the Indenture.
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Company Assumption has the meaning given such term in Section 4.01(a).
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Examples of Company Assumption in a sentence

  • Except in connection with the De-SPAC Transaction and pursuant to the Company Assumption Agreement, the Company shall not be entitled to assign any of its obligations and rights under this Agreement without the prior written consent of the Investor.

  • Prior to or at the Closing, the Company shall ensure that Merger Sub 2 executes and delivers to the Investor a Company Assumption Agreement substantially in the form of Exhibit G hereto.

  • Merger Sub 2 shall have executed and delivered to the Investor a Company Assumption Agreement substantially in the form of Exhibit G hereto.

  • The parties further acknowledge and agree that, from and after the First Amendment Effective Date, all representations, warranties, covenants, and other terms and conditions concerning JHCC, the JHCC Termination Notice, the Company Assumption Agreement, the Guarantee Agreement, and the Support Agreement in the Credit Agreement and the Exhibits thereto shall have no further force and effect and shall be disregarded.

  • Each of this Agreement and, unless the -------------- Company shall have executed and delivered a Company Assumption Agreement or a Guarantee Agreement, the Support Agreement constitutes a valid and binding agreement of each Borrower and the Notes of each Borrower, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of such Borrower.

  • Each of this Agreement and, unless -------------- the Company shall have executed and delivered a Company Assumption Agreement or a Guarantee Agreement, the Support Agreement constitutes a valid and binding agreement of each Borrower and the Notes of each Borrower, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of such Borrower.

  • Support Agreement; Company Assumption Agreement; Guarantee Agreement......................

  • Merger Sub 2 shall have executed and delivered to the Investor a Company Assumption Agreement substantially in the form of Exhibit GE hereto.

  • Prior to or at the Closing, the Company shall ensure that Merger Sub 2 executes and delivers to the Investor a Company Assumption Agreement substantially in the form of Exhibit GE hereto.

  • The Borrowers --------------------------------- may, at any time (i) at which there shall be no Loans outstanding to JHCC or (ii) after the Company shall have executed and delivered a Company Assumption Agreement, upon written notice thereof to the Agent, executed on behalf of the Company and JHCC and substantially in the form of Exhibit J hereto, terminate JHCC as a Borrower hereunder.

Related to Company Assumption

  • Prepayment Assumption As defined in the Prospectus Supplement.

  • Merger Without Assumption provisions of Section 5(a)(viii) will apply to Party A and will apply to Party B.

  • Valuation Assumptions means, as of an Early Termination Date, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer will have taxable income sufficient to fully utilize the deductions arising from the Basis Adjustments and Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available, (2) the U.S. federal income tax rates and state and local income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (3) any loss carryovers generated by deductions arising from Basis Adjustments, the NOLs or Imputed Interest that are available as of such Early Termination Date will be utilized by the Corporate Taxpayer on a pro rata basis from the Early Termination Date through the scheduled expiration date of such loss carryovers, (4) any non-amortizable assets will be disposed of on the fifteenth anniversary of the applicable Basis Adjustment; provided, that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary), and (5) if, at the Early Termination Date, there are Common Units that have not been Exchanged, then each such Common Unit shall be deemed to be Exchanged for the Market Value of the number of shares of Class A Common Stock and the amount of cash that would be transferred if the Exchange occurred on the Early Termination Date.

  • Incremental Assumption Agreement means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders.

  • nment and Assumption means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of E xhibit A or any other form approved by the Administrative Agent.

  • Assignment and Assumption means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

  • Conveyancing and Assumption Instruments means, collectively, the various agreements, instruments and other documents heretofore entered into and to be entered into to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by the Distribution Agreement, or otherwise arising out of or relating to the transactions contemplated in the Distribution Agreement.

  • Assignment and Assumption of Lease has the meaning set forth in Section 3.02(a)(v).

  • Assignment and Assumption Agreement means the Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A.

  • Assignment and Assumption Agreements means each of the Assignment and Assumption Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented from time to time.

  • Generation Interconnection Feasibility Study means a study conducted by the Transmission Provider (in coordination with the affected Transmission Owner(s)) in accordance with Tariff, Part IV, section 36.2.

  • Incremental Term Loan Assumption Agreement means an Incremental Term Loan Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Incremental Term Lenders.

  • Affiliated Lender Assignment and Assumption means an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent of any party whose consent is required by Section 9.05) and accepted by the Administrative Agent in the form of Exhibit A-2 or any other form approved by the Administrative Agent and the Borrower.

  • Final completion and acceptance means the stage in the progress of the work as determined by the Contracting Officer and confirmed in writing to the Contractor, at which all work required under the contract has been completed in a satisfactory manner, subject to the discovery of defects after final completion, and except for items specifically excluded in the notice of final acceptance.

  • Energy Use Intensity (EUI means the kBTUs (1,000 British Thermal Units) used per square foot of gross floor area.

  • Cannabis testing facility means an entity registered by

  • Assumption The process whereby, on sale or transfer of a legal or beneficial interest in a Mortgaged Property, the new owner of such Mortgaged Property becomes legally obligated under the terms of the related existing Security Instrument, Mortgage Note and any addenda and riders to such Security Instrument or Mortgage Note. Subsequent to the Assumption, the new owner of the property shall be deemed to be the Borrower under the related Mortgage Loan Documents.

  • Marijuana testing facility means an entity licensed to analyze and certify the safety and potency of marijuana.

  • Commitment and Acceptance is defined in Section 2.18(b).

  • Interconnection Feasibility Study means either a Generation Interconnection Feasibility Study or Transmission Interconnection Feasibility Study.

  • Designated Borrower Request and Assumption Agreement has the meaning specified in Section 2.14.

  • Stationary beam radiation therapy means radiation therapy without displacement of one or more mechanical axes relative to the patient during irradiation.

  • Assignment and Acceptance means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit C hereto.

  • Generation Interconnection Customer means an entity that submits an Interconnection Request to interconnect a new generation facility or to increase the capacity of an existing generation facility interconnected with the Transmission System in the PJM Region. Generation Interconnection Request:

  • Image intensifier means a device, installed in its housing, which instantaneously converts an x-ray pattern into a corresponding light image of higher intensity.