Assumption of Indebtedness. 9 Section 2.3.
Assumption of Indebtedness. Section 6.1 Assumption and Novation................................7 Section 6.2 Allocation of Consideration............................7
Assumption of Indebtedness. In connection with the contribution and transfer by BreitBurn Energy of interests in the Assets to Operating LP, pursuant to Section 2.5 above, Operating LP hereby assumes and agrees to duly and timely pay, perform and discharge the Indebtedness, to the full extent that the parties thereto have been heretofore or would have been in the future obligated to pay, perform and discharge the Indebtedness were it not for the execution and delivery of this Agreement; provided, however, that said assumption and agreement to duly and timely pay, perform and discharge the Indebtedness shall not (a) increase the obligation of the Partnership with respect to the Indebtedness beyond that of the parties thereto, (b) waive any valid defense that was available to the parties thereto with respect to the Indebtedness or (c) enlarge any rights or remedies of any third party, if any, under the Indebtedness.
Assumption of Indebtedness. At the Closing, except as otherwise set forth in this Section 3.3, the Operating Partnership or its designee shall assume and agree to pay and perform all indebtedness and obligations of the Contributors under all Assumed Loans relating to the Property, and, to the extent permitted by the respective Lenders, the Contributors and their affiliates shall be released from any and all liability for such Assumed Loans. At the Closing, the Operating Partnership shall execute and deliver all such documents and instruments (the “Loan Assumption Documents”) reasonably required by the Lenders of the Assumed Loans being assumed at the Closing to evidence such assumption and release in form satisfactory to such Lenders and the Operating Partnership. In addition, the approval of the released Contributor, which approval shall not be unreasonably withheld, delayed or conditioned, shall be required only with respect to (i) the form of the release of liability under the Assumed Loans and (ii) the liability under the Assumed Loans that may be incurred after the Closing Date by the released Contributor. The Operating Partnership shall be responsible for all fees and costs associated with the assumption of each of the Assumed Loans up to a maximum equal to 1% of the outstanding principal amount of each Assumed Loan assumed at Closing. If a Lender (a) does not allow an assumption of an Assumed Loan for any reason other than a failure of a Contributor to comply with the provisions of this Section 3.3 or (b) requires substantially more onerous terms than those to which a Contributor is subject, then the Contributee shall, at its election, either (1) prepay or defease all such Assumed Loans, and Contributee shall be responsible for costs and penalties related thereto, including but not limited to yield maintenance penalties, or (2) terminate this Agreement in its entirety upon delivery of written notice thereof to the Contributors. If a Lender charges an assumption fee in excess of 1% of the outstanding principal amount of such Assumed Loan, then the Contributee shall so notify the Contributors, and the Contributors shall be responsible for any excess assumption fee.
Assumption of Indebtedness. Notwithstanding anything to the contrary in Section 9.1 or 9.3 hereof, in the event the Lessee purchases one or more Properties pursuant to either such Section, or if Lessee elects to assume the outstanding Notes in accordance with Section 6.19 herein, the Lessee, in the case of a Section 9.1 or 9.3 assumption, may elect to assume on a full recourse basis the Allocable Portion of the outstanding Notes (it being understood that the Lessee may not assume the Allocable Portion of the Notes relating to one or more Properties with respect to which the Lessee has exercised its rights under clause (iii) of Section 9.3 herein), or, in the case of a Section 6.19 assumption, must assume on a full recourse basis all of the Notes, in either case by so notifying the Lessor, the Pass Through Trustee and the Indenture Trustee at least 30 days (5 days in the case of a Section 6.19 assumption) prior to such purchase or assumption. Such assumption shall not be deemed a re-grant of a Lien by the Lessee to the Indenture Trustee, but a purchase in which the pre-existing Lien continues as to such Property to secure the new indenture between the Lessee and the Indenture Trustee. Such notice shall be accompanied by the forms of assumption documents the Lessee agrees to execute and deliver on the date of such purchase which shall provide to the Indenture Trustee substantially the same protections with respect to the operation, use and maintenance of such Properties as are afforded by the Lease; provided that the new indenture between the Lessee and the Indenture Trustee and the Security Documents shall not be cross-collateralized or cross-defaulted. Such assumption shall be subject to the following additional conditions: (i) the Indenture Trustee and the Pass Through Trustee for itself and for the benefit of the Certificateholders shall have received such opinions of counsel (including, without limitation, an opinion of a nationally recognized independent tax counsel reasonably acceptable to the Indenture Trustee and the Pass Through Trustee) to the effect that no gain or loss for U.S. Federal income tax purposes will result from such assumption for which such Certificateholder is not fully indemnified, to its reasonable satisfaction, by Lessee; provided, however, that for purposes of such opinion it shall be assumed that each Certificateholder is a domestic corporation, bank or insurance company), certificates and other documents as it may reasonably request, each in form and sub...
Assumption of Indebtedness. Capital debts incurred by any member district prior to the formation of the Interstate District shall remain the responsibility of the individual member district.
Assumption of Indebtedness. If the Merger is completed, Euronav will assume certain of the existing indebtedness of Gener8. Euronav intends to assume an aggregate amount of $1,358.0 million of existing indebtedness (which was the amount outstanding as of December 31, 2017) in connection with the completion of the Merger. Furthermore, Gener8 and certain of its affiliates are party to (a) that certain $385,227,495 Facility Agreement, dated as of November 30, 2015 (as supplemented by a Supplemental Agreement, dated as of December 28, 2015, as amended and restated by an Amending and Restating Deed, dated as of June 29, 2016 and as further supplemented by a Second Supplemental Agreement, dated as of November 8, 2017, the “Sinosure Credit Agreement”), among Gener8 Maritime Subsidiary VII Inc., as borrower, Gener8 Maritime Subsidiary V, as shareholder, Gener8, as parent guarantor, the guarantors party thereto, the lenders party thereto and Nordea Bank AB (publ), New York Branch, as facility agent for the lenders, and
Assumption of Indebtedness. Upon annexation, the UGA portion of the Property shall be assessed and taxed at the same rate and on the same basis as other similar property in the City is assessed and taxed to pay for any then- outstanding indebtedness of the City, which indebtedness has been approved by the voters, contracted for or incurred prior to or existing upon the effective date of annexation.
Assumption of Indebtedness. On and as of the Closing Date, the -------------------------- Company shall (a) accept and assume the indebtedness of Mercury to the United States Department of the Treasury incurred in connection with the acquisition of the Mercury Licenses and (b) reimburse Mercury for interest actually paid by Mercury on such indebtedness through the Closing Date.
Assumption of Indebtedness. The Company shall (i) execute and -------------------------- deliver to Mercury an instrument of assumption, in form and substance reasonably satisfactory to Mercury, in respect of the indebtedness to be assumed by the Company pursuant to Section 2.3 and (ii) pay Mercury an amount equal to interest actually paid by Mercury on such indebtedness through the Closing Date as evidenced by documentation reasonably satisfactory to the Company.
