ASSIGNMENTS AND ASSUMPTIONS Sample Clauses

ASSIGNMENTS AND ASSUMPTIONS. Each Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from such Existing Lender, effective as of the Amendment No. 1 Effective Date, such interests in such Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitment of such Existing Lender on the Amendment No. 1 Effective Date and the Revolving Obligations) owing to such Existing Lender which are outstanding on the Amendment No. 1 Effective Date as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amounts and Revolving Commitment Percentages effected by the amendment to Schedule 2.01 to the Existing Credit Agreement pursuant to Subpart 2.3 hereof. From and after the Amendment No. 1 Effective Date (1) each of the New Lenders shall be a party to and be bound by the provisions of the Existing Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (2) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. Each Existing Lender (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned hereunder and such interest is free and clear of any lien, encumbrance or other adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all a...

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lenders hereby sell and assign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lenders, effective as of the Amendment Effective Date, such interests in the Existing Lenders' rights and obligations (a) to the Existing Credit Agreement pursuant to Subpart 2.1. Each Existing Lender hereby represents and warrants that it is the lawful owner of its interests being assigned hereby, free and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under the Existing Credit Agreement on August 7, 1998, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lenders, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. Each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its ...

ASSIGNMENTS AND ASSUMPTIONS. At Closing, Sellers shall sell, transfer, convey and assign to Buyers, and Buyers shall purchase, receive and assume from Sellers, all of Sellers’ rights, title to, interests in and liabilities and obligations in connection with the Non Producing Properties, effective as of the Effective Date.

ASSIGNMENTS AND ASSUMPTIONS. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to one or more Eligible Assignees (in this Section 16.1(a), each an “Assignee Lender”) in accordance with the provisions of subsection (c) of this Section, (ii) by way of participation in accordance with the provisions of Section 16.3, (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 16.5, or (iv) to an SPC in accordance with the provisions of Section 16.7. (b) Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the Parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent, the Issuer, and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Lender (in this Section 19.1, an "Assigning Lender") may assign to one or more Eligible Assignees (in this Section 19.1, each an "Assignee Lender") all or a portion of that Lender's interests, rights and obligations under this Agreement and the other Loan Documents (including, all or a portion of its Dollar Commitment) and the same portion of the loans at the time owing to it, and of the note (if any) held by the Assigning Lender, provided that, (i) Each of the Agent and (so long as no Event of Default exists and is continuing) the Borrower shall have given its prior written consent to such assignment, each which consent shall not be unreasonably withheld, but need not be given, in the case of the Agent, if the proposed assignment would result in any resulting Lender's having a Dollar Commitment of less than the "minimum hold" amount specified in Section 19.1(a)(iii). (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the rights and obligations under this Agreement of Assigning Lenders that are Lenders. (iii) Following the effectiveness of such assignment, the Lender's Dollar Commitment of the Assigning Lender that is a Lender (if not an assignment of all of such Lender's Dollar Commitment) shall not be less than $10,000,000.00 (i.e., the "minimum hold").

ASSIGNMENTS AND ASSUMPTIONS. 2.1 Each of the parties hereto acknowledges and agrees that (i) the Exiting Lenders desire to sell and assign their Revolving Commitments to the New Lenders and to certain of the Continuing Lenders and to be relieved of their obligations under the Credit Agreement, (ii) certain of the Continuing Lenders desire to purchase and assume portions of the Revolving Commitments of the Exiting Lenders and/or increase their existing Revolving Commitments and (iii) the New Lenders desire to purchase and assume portions of the Revolving Commitments of the Exiting Lenders and/or provide new Revolving Commitment and to become parties to the Credit Agreement. As an administrative convenience and to avoid the necessity that each Lender enter into separate Assignment and Assumptions, the parties hereto acknowledge and agree that effective as of the Second Amendment Effective Date, each Exiting Lender shall be deemed to have sold and assigned to the Continuing Lenders and the New Lenders its Revolving Commitment and Revolving Loans which are outstanding on the Second Amendment Effective Date and the New Lenders making Revolving Commitments and the Continuing Lenders increasing their Revolving Commitments shall be deemed to have purchased and assumed the Revolving Commitments and Revolving Loans of the Exiting Lenders, in each case in amounts such that the Revolving Commitments of the Lenders after giving effect thereto shall be as reflected on Schedule 2.1 attached hereto. 2.2 Effective on the Second Amendment Effective Date, (i) each New Lender shall be deemed to be a party to and a “Lender” under the Credit Agreement and shall be bound by all of the terms and provisions applicable to Lenders under the Credit Agreement, (ii) each New Lender shall deliver to the Administrative Agent cash in an amount equal to such New Lender’s Applicable Percentage of the aggregate Revolving Loans outstanding on the Second Amendment Effective Date, (iii) each Continuing Lender whose Applicable Percentage will increase as a result of the operation of Section 2.1 shall deliver to the Administrative Agent cash in an amount sufficient to provide for such Continuing Lender to hold its increased Applicable Percentage of the aggregate Revolving Loans outstanding on the Second Amendment Effective Date and (iv) the Administrative Agent shall distribute the cash delivered by the New Lenders pursuant to clause (ii) and by the Continuing Lenders pursuant to clause (iii) to the Exiting Lenders and any C...

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 17.1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having

ASSIGNMENTS AND ASSUMPTIONS. Assignor hereby assigns and transfers to Assignee all of its right, title and interest in and to the Change in Control Agreement, including all liabilities and obligations thereunder, and Assignee hereby accepts such assignment and assumes all liabilities and obligations of Assignor under such Change in Control Agreement and agrees to perform all duties and obligations of Assignor thereunder. Notwithstanding the foregoing, Assignor agrees to remain liable for any liabilities and obligations of Assignor and Assignee under the Change in Control Agreement to the extent that Assignee does not perform its obligations thereunder. Executive hereby consents to such assignment and assumption on the terms and conditions provided herein. Except as expressly provided herein, the Change in Control Agreement is unchanged and remains in full force and effect.

ASSIGNMENTS AND ASSUMPTIONS. Except as provided herein, each Revolving Credit Lender (in this Section 16-1(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 16-1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: