Assumption of Borrower Obligations Sample Clauses

Assumption of Borrower Obligations. The New Borrower, as contemplated by Section 6.15 of the Credit Agreement, hereby confirms that it assumes (a) each and every one of the covenants, promises, agreements, terms, obligations (including the obligations of the Initial Borrower as the “Borrower” under the Notes), duties and liabilities of the Borrower under the Credit Agreement and the other Loan Documents applicable to it as the Borrower and (b) all liability of the Initial Borrower related to each representation, warranty, covenant and obligation made by the Borrower in the Credit Agreement or any other Loan Document, in each case effective as of immediately after the effective time of the Simplification Transaction (such time, the “Assumption Time”), as applicable. Without limiting the generality of the foregoing, the New Borrower hereby expressly (i) assumes, and hereby agrees to perform and observe and be bound by, each and every one of the covenants, promises, agreements, terms, obligations, duties and liabilities of the Borrower under the Credit Agreement and each other Loan Document applicable to it as the Borrower and (ii) accepts and assumes all liability of the Initial Borrower related to each representation, warranty, covenant and obligation made by the Borrower in the Credit Agreement or any other Loan Document. The undersigned acknowledge that, effective as of the Assumption Time, all references to the term “Borrower” in the Credit Agreement or in any other Loan Document or in any document or instrument to be executed and delivered or furnished, in connection therewith shall be deemed to be a reference to the New Borrower and not to the Initial Borrower.
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Assumption of Borrower Obligations. New Subsidiary hereby assumes and agrees to pay all of the obligations as a "Borrower" under the Credit Agreement, including without limitation, the Notes, and agrees to be bound by the terms, conditions, covenants and other provisions of the Credit Agreement.
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Assumption of Borrower Obligations. (a) ADI shall have the right, at any time after the borrowing on the Closing Date, upon not fewer than five Business Days’ notice to the Administrative Agent (which shall promptly make such notice available to the Lenders), to cause all or a portion of its Borrower Obligations to be assumed by the Subsidiary Borrower. Subject to the satisfaction of the conditions set forth in Section 4.02, the Assumption of Borrower Obligations shall become effective on the date specified in such notice, and at the time of such effectiveness, (i) the Subsidiary Borrower shall become a party to this Agreement, shall assume and succeed to ADI’s Borrower Obligations or such portion thereof as shall be specified in the Assumption, Release and Guarantee Agreement and, as to such Borrower Obligations or portion thereof, shall thenceforth be “the Borrower” for all purposes hereof, (ii) ADI shall be released from its obligations as Borrower in respect of the Borrower Obligations so assumed by the Subsidiary Borrower (but shall remain “the Borrower” in respect of any Borrower Obligations not assumed by the Subsidiary Borrower) and (iii) ADI shall guarantee the Borrower Obligations so assumed by the Subsidiary Borrower pursuant to the Assumption, Release and Guarantee Agreement.
Sample 1
Assumption of Borrower Obligations. The Borrower hereby expressly and unconditionally assumes, confirms and agrees to perform and observe all covenants, agreements, terms, conditions, obligations (including the Obligations), appointments, duties and liabilities of the Parent Guarantor as “Borrower” under and as defined in the Original Credit Agreement and the other Credit Documents (including, without limitation, the payment of any and all fees and expenses and other amounts payable but not heretofore paid by the Parent Guarantor in such capacity pursuant to the Original Credit Agreement and/or other Credit Documents, whether or not such fees, expenses or other amounts are stated therein to be payable on or prior to the date hereof) and under any document or instrument executed and delivered or furnished by the Parent Guarantor in connection with the Credit Documents. The Borrower hereby accepts and assumes any liability of the Parent Guarantor related to any representation or warranty made by the Parent Guarantor in or pursuant to any of the Credit Documents. The liabilities and obligations assumed by the Borrower pursuant to this Section 10.24 are referred to herein as the “Assumed Obligations”. Notwithstanding the foregoing in this Section 10.24, the Borrower hereby acknowledges and agrees that, from and after the date hereof, it is and shall continue to be a “Guarantor” under this Agreement and the other 140 Amended and Restated Credit and Guaranty Agreement LA\4027402.11 LA\4027402.11 Credit Documents and hereby acknowledges and agrees that it shall continue to pay, perform and discharge all of the obligations and liabilities as a “Guarantor” hereunder and thereunder.
Sample 1

Related to Assumption of Borrower Obligations

  • Reaffirmation of Credit Party Obligations Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

  • No Lender Obligations (a) Notwithstanding the provisions of Subsections 1.1(h) and (n) or Section 1.2, Lender is not undertaking the performance of (i) any obligations under the Leases; or (ii) any obligations with respect to such agreements, contracts, certificates, instruments, franchises, permits, trademarks, licenses and other documents.

  • OBLIGATIONS OF BORROWER Until payment in full of all Loan Facility Obligations and termination of the Loan Documents, Borrower agrees as follows:

  • Condition of Borrowers Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrowers and any other guarantor such information concerning the financial condition, business and operations of the Borrowers and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrowers or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

  • Performance by Lender of Borrower's Obligations If the Borrower fails to perform or comply with any of its agreements contained in the Loan Documents and the Lender may itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of the Lender incurred in connection with such performance or compliance, together with interest thereon at a rate per annum equal to the Post-Default Rate, shall be payable by the Borrower to the Lender on demand and shall constitute Secured Obligations.

  • Security Interest for “Obligations The term “Obligations” as used in this Annex includes the following additional obligations: With respect to Party A: not applicable. With respect to Party B: not applicable.

  • Condition of Borrower Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

  • Performance of Borrowers’ Obligations Agent may, in its discretion at any time and from time to time, at Borrowers’ expense, pay any amount or do any act required of a Borrower under any Loan Documents or otherwise lawfully requested by Agent to (a) enforce any Loan Documents or collect any Obligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of Agent’s Liens in any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien. All payments, costs and expenses (including Extraordinary Expenses) of Agent under this Section shall be reimbursed to Agent by Borrowers, on demand, with interest from the date incurred to the date of payment thereof at the Default Rate applicable to Base Rate Revolver Loans. Any payment made or action taken by Agent under this Section shall be without prejudice to any right to assert an Event of Default or to exercise any other rights or remedies under the Loan Documents.

  • Condition of Borrower or Guarantor The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

  • Lender Obligations Each Lender and Issuing Bank shall promptly notify Borrowers and Agent of any change in circumstances that would change any claimed Tax exemption or reduction. Each Lender and Issuing Bank shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Borrowers and Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable attorneys’ fees) incurred by or asserted against a Borrower or Agent by any Governmental Authority due to such Lender’s or Issuing Bank’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to this Section. Each Lender and Issuing Bank authorizes Agent to set off any amounts due to Agent under this Section against any amounts payable to such Lender or Issuing Bank under any Loan Document.

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