Assumed Debt. No Grantor has within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person, which has not been terminated prior to the date of this Agreement.
Assumed Debt. 2.4.1 As further described herein, Purchaser will use its diligent best efforts (1) to cause Purchaser or a Permitted Assignee to purchase the First Pool Assets subject to the existing mortgage and mezzanine financing described on Schedule 3 (the “Assumed Debt”; and each of the documents, agreements and instruments now or hereafter evidencing, securing or delivered in connection with any of the Assumed Debt (as the same may have been or may be amended, restated, replaced, supplemented or otherwise modified from time to time as required by the terms thereof or otherwise with the consent of Purchaser), including, without limitation, those documents, agreements and instruments listed on Schedule 4, the “Loan Documents”), and (2) to assume the Assumed Debt at Closing, in each case, in accordance with the terms and conditions set forth herein, including Section 13.5 (the “Debt Assumption”). For the avoidance of doubt, “diligent best efforts” does not include filing suit against Lender to cause Lender to approve the Debt Assumption. In the event that Purchaser or a Permitted Assignee consummates the Debt Assumption at Closing, the Cash Consideration due to the Sellers of the First Pool Assets which are encumbered by the Lien of the Assumed Debt at Closing (the “Encumbered Hotel Assets”) will be decreased by an amount equal to all outstanding principal under the Assumed Debt encumbering the Encumbered Hotel Assets transferred at Closing as of the Closing Date, where such amounts are assumed by Purchaser or a Permitted Assignee in connection with the Debt Assumption, and, notwithstanding anything herein (or in any other document delivered pursuant to this Agreement), the Encumbered Hotel Assets will be conveyed subject to the Liens of the Assumed Debt and such Liens shall be Permitted Exceptions for all purposes hereunder.
Assumed Debt. The parties acknowledge and agree that, as of the date hereof, the Aspect Assets are pledged to Joint Energy Development Investments Limited Partnership ("JEDI") as collateral for a loan by JEDI to Aspect. At the option of Aspect and subject to the mutual agreement of the parties hereto, the Aspect Assets may be contributed to Frontier subject to a liability to JEDI in the amount of $3.8 million and, in such event, Frontier shall assume such debt to JEDI and agrees to discharge the liability associated therewith. In the event that the Aspect Assets are contributed to Frontier subject to the debt to JEDI, the number of shares of Frontier Common Stock to be delivered to Aspect pursuant to Section 3.01 hereof shall be reduced by 4,050,000 shares.
Assumed Debt. Up to One Hundred Sixty One Thousand Dollars ($161,000) of the Closing Purchase Consideration may be paid and evidenced by long term debt of the Companies that (i) is assumable by FAAC and (ii) FAAC agrees, in writing, to assume on or before the Closing Date (the “Assumed Debt”).
Assumed Debt. Echelon or its relevant Subsidiary, as applicable, is the borrower under the Assumed Debt encumbering the Assets owned by it, as more particularly set forth on Schedule II. Except as set forth on Schedule II, the documents evidencing and securing the Assumed Debt are in full force and effect and no defaults on the part of the borrower or the lender thereunder have occurred and are continuing. Except for the Assumed Debt and except for debt incurred in connection with a Pending Transaction, no other indebtedness for borrowed money encumbers any of the Assets. Except as set forth on Schedule II, all payments of principal and interest in respect of the Assumed Debt are current. True and complete copies of all agreements evidencing and securing the Assumed Debt have been made available for review to Company.
Assumed Debt. Schedule 1.1(26)(iii) Specified Crane Company Contracts Schedule 1.1(29) Crane Company Financing Arrangements Schedule 1.1(33)(viii) Specified Crane Company Liabilities Schedule 2.2(a) Crane Holdings Transferred Entities EXHIBITS Exhibit A Form of Employee Matters Agreement Exhibit B Form of Intellectual Property Matters Agreement Exhibit C Form of Tax Matters Agreement Exhibit D Form of Transition Services Agreement SEPARATION AND DISTRIBUTION AGREEMENT THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of April 3, 2023, by and between Crane Holdings, Co., a Delaware corporation (“Crane Holdings, Co.,” prior to the Distribution (as defined below), and “Crane NXT, Co.,” following the Distribution), and Crane Company, a Delaware corporation and a wholly-owned subsidiary of Crane Holdings, Co. (“Crane Company”) (each a “Party” and together, the “Parties”).
Assumed Debt. 26 2.37 Disclosure...........................................................26
Assumed Debt. Each of the Stockholder and GTC is in compliance in all material respects with all of the terms, conditions and covenants applicable to each set forth in or arising under the Assumed Debt Documents.
Assumed Debt. The Assumed Debt amounts referred to in Schedule 9 are correct as the Management Accounts Date.
Assumed Debt. 2 Section 1.08.
