ASSUMPTION OF OBLIGATIONS, ETC. Purchaser hereby accepts the foregoing sale, assignment, transfer and conveyance of all of Seller's right, title and interest, duties and obligations under each Lease and each Beneficial Interest assigned to Purchaser hereby, and agrees to assume and be bound by all the terms of, and to undertake all of the obligations of Seller contained in each Lease, including the covenant of quiet enjoyment contained therein, and in each Equipment Trust and SPLP and to accept the status of a substitute beneficiary of each Equipment Trust and substitute limited partner in each SPLP. Purchaser (i) adopts and confirms the powers of attorney, if any, granted by the agreements of limited partnership and trust agreements, to the general partner and Owner Trustee, respectively, of such entities, (ii) agrees to amendments to the organizational documents of the SPLPs and the Equipment Trusts naming Purchaser as a substitute or additional limited partner or beneficiary, as applicable, with the capital contribution as so required, and (iii) confirms the aforesaid power of attorney may be exercised by the general partner or Owner Trustee in the name of and on behalf of Purchaser to accomplish the foregoing.
ASSUMPTION OF OBLIGATIONS, ETC. Notwithstanding anything contained in this Agreement to the contrary, the Company will not effect any of the transactions described in clauses (a) through (d) of section 5.1 unless, prior to the consummation thereof, (a) each Person (other than the Company) that may be required to deliver any cash, stock or other securities or other property upon the exercise of the Warrants as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Warrant Agent, (x) the obligations of the Company under this Agreement (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 Agreement) and (y) the obligation to deliver to each holder of a Warrant such cash, stock or other securities or other property as such holder may be entitled to receive in accordance with the provisions of section 5.1, and (b) such Person shall have similarly delivered to the Warrant Agent an opinion of counsel for such Person, which counsel may be an in-house counsel of such Person or such other counsel reasonably satisfactory to the Warrant Agent and which opinion shall be reasonably satisfactory to the Warrant Agent, addressed to the Warrant Agent and stating that this Agreement and the Warrants issued hereunder shall thereafter continue in full force and effect and the terms hereof and thereof (in cluding, but not limited to, all of the provisions of section 4 and this section 5) shall be applicable to the cash, stock or other securities or other property that such Person may be required to deliver upon any exercise of any Warrant or the exercise of any rights pursuant thereto. Nothing in this sec tion 5 or in section 8 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by this Agreement.
ASSUMPTION OF OBLIGATIONS, ETC. Purchaser hereby accepts the ------------------------------ Interest, agrees to become a limited partner of the Partnership, assumes the obligations of Seller under the Partnership Agreement hereafter arising and otherwise agrees to be bound by all the terms and provisions of the Partnership Agreement. Such acceptance, commencement of such limited partner status and such assumption automatically shall become effective upon completion of the Closing (as defined below).
ASSUMPTION OF OBLIGATIONS, ETC. The Shareholders expressly agree that no transfer of shares to a third party pursuant to Section 3, 4 or 5, or in accordance with Section 1.16 (ii) and (iii), may be completed unless the Buyer or the affiliate, as the case may be, shall have executed such documents as reasonably required by the other Shareholders to assure that such third party shall undertake the same responsibilities to the Shareholders as did the Shareholder making the Disposition and to be bound by the provisions of this Agreement, including any applicable restrictions on transfer of shares. Upon the execution of such documents, such third party shall be deemed to be a "Shareholder" for all purposes of this Agreement in place of the Selling Shareholder, or SFMT or Geraxx, xx the case may be.
