Assumption by Agent Clause Samples
The "Assumption by Agent" clause establishes that an agent agrees to take on certain obligations, responsibilities, or liabilities on behalf of another party, typically the principal. In practice, this means the agent formally accepts duties such as performing contractual tasks, managing assets, or handling liabilities that would otherwise belong to the principal. For example, an agent might assume responsibility for fulfilling service agreements or paying debts related to a transaction. This clause is essential for clarifying the agent's role and ensuring that all parties understand who is accountable for specific actions or obligations, thereby reducing ambiguity and potential disputes.
Assumption by Agent. Subject to the provisions of SECTION 10.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunder, unless Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 prior to a proposed borrowing date that such Lender will not make available to Agent such Lender's ratable portion of the amount to be borrowed on such date, Agent may assume that such Lender will make such portion available to Agent in accordance with SECTION 1.2, and Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion available to Agent, such Lender and Borrower severally agree to repay to Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to Borrower until the date such amount is repaid to Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance or, if lower, the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether Borrower shall have returned the amount thereof to Agent in accordance with this SECTION 1) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.
Assumption by Agent. Subject to the provisions of SECTION 5.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Loans under the Revolving Credit Facility hereunder subsequent to the Initial Loans, unless the Agent shall have received notice from a Lender in accordance with the provisions of SECTION 5.7(C) prior to a proposed Borrowing date that such Lender will not make available to the Agent such Lender's Proportionate Share of the Revolving Credit Loan to be borrowed on such date, the Agent may assume that such Lender will make such Proportionate Share available to the Agent in accordance with SECTION 2.2(A), and the Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If and to the extent such Lender shall not make such Proportionate Share available to the Agent, such Lender on one hand, and the Borrowers, jointly and severally on the other hand, severally agree to repay to the Agent forthwith on demand such corresponding
Assumption by Agent. Subject to the provisions of SECTION 3.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Loans under the Revolving Credit Facility hereunder subsequent to the Initial Loans, unless the Agent shall have received notice from the Required Lenders in accordance with the provisions of SECTION 3.7(C) prior to a proposed borrowing date that such
Assumption by Agent. Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with SECTION 2.2(B) and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, if repaid by the Borrower, at the interest rate applicable at the time to Advances comprising such Borrowing or, if paid by such Lender, at the Federal Funds Effective Rate, for each such day. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement. The failure of any Lender to make its Advance available shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance available on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its Advance available on the date of any Borrowing.