Assumption of Sample Clauses

Assumption of. Obligations The Assignee agrees with the Assignor (for the express benefit of the Assignor and the Borrower) that the Assignee will, from and after the Assignment Date, perform all of the obligations of the Assignor in respect of the Assigned Interest. From and after the Assignment Date: (a) the Assignor shall be released from the Assignor's obligations in respect of the Assigned Interest, and (b) the Assignee shall be entitled to all of the Assignor's rights, powers and privileges under the Credit Agreement and the other Loan Documents in respect of the Assigned Interest.
Assumption of. Titan Stock Options 6 2.03 Affiliates of Titan 7 2.04 Capital Stock of VNI 7 2.05 Capital Stock of Acquisition 8 III. STOCKHOLDER APPROVALS; BOARD OF DIRECTORS' RECOMMENDATIONS; FILING; EFFECTIVE TIME 8 3.01 Stockholder Approvals; Board of Directors' Recommendations 8 3.02 Filing; Effective Time 9 IV. CERTAIN EFFECTS OF MERGER 9 4.01 Effects Under the DGCL 9 4.02 Reorganization 10 V. COVENANTS 10 5.01 Covenants of Titan 10 (a) Certificate of Incorporation and By-laws 10 (b) Shares and Options 11 (c) Dividends and Purchases of Stock 11 (d) Borrowing of Money 11 (e) Access 11 (f) Conduct of Business 12 (g) Advice of Changes 12 (h) Confidentiality 13 (i) Public Statements 13 (j) Other Proposals 14 (k) Consents Without Any Condition 15 (l) Material for Periodic Reporting 15 (m) Indemnification 16 (n) Transfer Taxes 17 (o) Employment Agreements 17 5.02 Covenants of VNI and Acquisition 17 (b) Access 18 (c) Conduct of Business 18 (d) Advice of Changes 20 (e) Confidentiality 20 (f) Public Statements 21 (g) Consents Without Any Condition 21 (h) Periodic Reports 21 (i) Capital Stock Changes 23 (j) Transfer Taxes 23 (k) Other Proposals 23 (l) Reorganization 23 (m) Rule 15c2-11 24 (n) Agreements involving Jenson Services, Inc. 24 (o) Consulting Agreement with STAR Associates LLC 25 (p) Consulting Agreement with Robert Ciri 25 (q) 14f-1 Information 25 (r) Conduct Business Under an Assumed Name and Proxy or Information Statement 25 VI. REPRESENTATIONS AND WARRANTIES 26 6.01 Certain Representations and Warranties of Titan 26 (a) Organization and Qualification 26 (b) Capitalization 27 (c) Financial Condition 27 (d) Tax and Other Liabilities 29 (e) Litigation and Claims 30 (f) Properties 31 (g) Contracts and Other Instruments 33 (h) Pension Plans; Employees 36 (i) Patents, Trademarks, Et Cetera 41 (j) Questionable Payments 43 (k) Authority to Merge 43 (l) Insurance 45 (m) Business Conducted in No Other Name 46 (n) Customers and Suppliers 46 (o) Completeness of Disclosure 46 6.02 Certain Representations and Warranties of VNI and Acquisition 47 (a) Organization and Qualification 47 (b) Capitalization 48 (c) Financial Condition 48 (d) Tax and Other Liabilities 50 (e) Litigation and Claims 51 (f) Properties 52 (g) Contracts and Other Instruments 54 (h) Employees 56 (i) Patents, Trademarks, Et Cetera 60 (j) Questionable Payments 62 (k) Authority to Merge 63 (l) Status of VNI Common Stock To Be Issued 65 (m) Insurance 65 (n) Trading Matters 66 (o) Reorganization 66 (p) Completen...
Assumption of. [RISKS] RISK BY AGENTS: On and after October 7, 1985, no agency agreement or other contract between a licensed New Mexico title insurance agent and an insurer admitted to write title insurance in New Mexico shall directly or indirectly require said agent to assume either partial or total liability for a risk insured pursuant to these regulations and in accordance with the underwriting standards of the insurer, except as follows:
Assumption of. Obligations

Related to Assumption of

  • Assumption of Contracts The sale of the Assets is and will be made subject to the Contracts to which the Assets are presently subject. Buyer shall assume and be responsible for all obligations accruing under the Contracts after the Effective Time.

  • Assumption of Agreements Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

  • Assumption Agreement The Company will require any successor (whether direct or indirect, by purchase, merger consolidation or otherwise) to all or substantially all of the business and assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it whether or not such succession had taken place.

  • Assumption of Agreement Employer shall require any Successor thereto, by agreement in form and substance reasonably satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession had taken place. Failure of Employer to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from Employer in the same amount and on the same terms as Executive would be entitled hereunder if Employer had terminated Executive’s employment Without Cause as described in Section 7, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

  • Assumption Agreements In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which copy shall be added to the related Custodial File and, for all purposes, shall be considered a part of such Custodial File to the same extent as all other documents and instruments constituting parts thereof.

  • Assumption of Obligations Notwithstanding anything contained in the Warrants or in the Purchase Agreement to the contrary, the Company shall not effect any of the transactions described in clauses (a) through (d) of Section 4.1 unless, prior to the consummation thereof, each Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement and the Registration Rights Agreement and (c) the obligation to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receive. Nothing in this Section 4 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Purchase Agreement.

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

  • Assumption of rights If PayPal invalidates and reverses a payment that you made to a recipient (either at your initiative or otherwise), you agree that PayPal assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in PayPal’s discretion. This is known in legal terms as your “subrogation” or “assignment” to PayPal of your rights against the recipient and third parties related to the payment. No waiver Our failure to act with respect to a breach of any of your obligations under this user agreement by you or others does not waive our right to act with respect to subsequent or similar breaches. Information about you We may request information from you as we reasonably require to facilitate our actions described in this user agreement, enable us to reduce the risk of fraud or comply with our regulatory (including anti-money laundering) obligations. You must comply with these requests in a timely fashion. This may involve you faxing, emailing or otherwise providing to us at your own expense identification documents and information about your finance and operations (such as your most recent financial statements and merchant processing statements).

  • Assumption by Assignee Any assignment or transfer, whether made with Landlord's consent pursuant to subsection A of this Article 12 or without Landlord's consent pursuant to subsection K of this Article 12, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee shall assume the obligations of this Lease on the part of Tenant to be performed or observed and whereby the assignee shall agree that the provisions in subsection A of this Article 12 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers. The original named Tenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Rent and/or additional rent by Landlord from an assignee, transferee or any other party, the original named Tenant shall remain fully liable for the payment of the Rent and additional rent and for the other obligations of this Lease on the part of Tenant to be performed or observed.

  • Assumption of Liability Notwithstanding any provision in this Agreement to the contrary, Licensee shall be solely responsible for any product liability, liability for death, illness, personal injury, improper business practice or any other statutory liability or any other liability under any law or regulation in respect of the Compound, Product and/or Licensed Product.