Consent to Assumption Sample Clauses

Consent to Assumption. The Secretary hereby consents to the acquisition of the Vessel by the Assuming Shipowner subject to the following conditions: (a) the Assuming Shipowner shall execute and deliver, or cause to be executed and delivered, to the Secretary at the closing of such acquisition (the “Closing Date”) the following documents, in form and substance satisfactory to the Secretary: (i) 2006 Endorsement to the Secretary’s Note; (ii) 2006 Endorsement to Promissory Note to the United States of America in the principal amount of $477,905.31 (the “Additional Note”); (iii) Assumption Agreement and 2006 Supplement to the First Preferred Ship Mortgage; (iv) Security Agreement; (v) Title XI Reserve Fund and Financial Agreement (the “Financial Agreement”); (vi) Depository Agreement; (vii) Limited Guaranty of Ambassadors International, Inc.; (viii) Opinion(s) of Counsel; and (ix) Such representations, warranties and certifications as the Secretary may require, but in no event shall such representations, warranties, and certifications exceed those of the Original Shipowner. (b) the Assuming Shipowner expressly confirms and agrees to the Secretary’s continuing security interests as set forth in the Security Agreement and the Financial Agreement, and continuing liens on the Vessel as set forth in the Mortgage, and takes all actions necessary to preserve the Secretary’s current priority status therein; and (c) the Assuming Shipowner takes all actions necessary to redocument the Vessel and record the Supplement to the Mortgage with the United States Coast Guard.

Consent to Assumption. Issuer, Trustee and Borrower hereby consent to the assumption by the Substitute Borrower of all of the obligations of the Borrower under the LURA.

Consent to Assumption. The Noteholder consents to such assumption by China Electric of the Note.

Consent to Assumption. Buyer shall submit a complete, written application for assumption of the Underlying Loan Documents within five (5) days after satisfaction of the Feasibility Contingency in Section 9 of this Agreement. Buyer shall pay all required costs and fees and shall make a good faith effort to assume ▇▇▇▇▇▇’s financing at all times during this financing contingency period. Upon ▇▇▇▇▇’s request, Seller shall assist Buyer by requesting the lender's consent to the assumption on ▇▇▇▇▇'s behalf. Unless Buyer has obtained consent or waiving this condition within days (30 days, if not completed) after satisfaction of the Feasibility Contingency, and provided that Buyer has timely complied with its obligations under this Section; this Agreement shall terminate and Buyer shall receive a refund of the ▇▇▇▇▇▇▇ money.

Consent to Assumption. As of the Effective Date, Lender hereby consents to the assumption by Additional Borrowers of the Loan and of all obligations under the Loan Documents, and the addition of Additional Borrowers to the parties (along with Existing Borrowers) that collectively constitute the “Borrower” under the Loan Agreement and the other Loan Documents. This consent is made solely for the benefit of the parties hereto and shall not be deemed, nor shall the same constitute, a waiver by Lender of any of its rights under any of the Loan Documents. This consent by Lender shall not constitute a consent to any subsequent assignment or transfer and shall not relieve Additional Borrowers, Existing Borrowers or any Person claiming under or through Additional Borrowers or Existing Borrowers of the obligation to obtain Lender’s consent, in accordance with the Loan Agreement, to any future assignment or transfer.

Consent to Assumption. To the extent that the assignment of any Assumed Contract shall require the consent of the other party thereto, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof. The Seller Parties will use commercially reasonable efforts to obtain the consent of the other parties to such contracts for the assignment thereof to the Purchaser. If such consent is not obtained in respect of any such Assumed Contract or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Seller Parties thereunder so that the Purchaser would not in fact receive all of such rights, the Seller Parties will cooperate with the Purchaser in any commercially reasonable arrangement requested by the Purchaser, including subcontracting or subleasing, to provide to the Purchaser the benefits under any such Assumed Contract, including enforcement at the cost of and for the benefit of the Purchaser, of any and all rights of either or both of the Seller Parties against the other party thereto with respect to such Assumed Contract. Notwithstanding any provision contained herein to the contrary, the Seller Parties and the Purchaser hereby agree that obtaining the consent of the other parties to the Assumed Contracts set forth in Section 13.3 is a condition to the Purchaser's obligation to proceed to closing the transactions described herein.

Consent to Assumption. The Shareholders and WRI hereby consent to the assumption by Purchaser of the Assumed Liabilities.

Consent to Assumption. Notwithstanding anything to the contrary contained herein, upon the satisfaction of the following conditions, Holdings may effect the Assumption: (a) Prior thereto or contemporaneously therewith, the Reorganization shall have occurred and the conditions thereto set forth in Section 10.1 shall have been satisfied. (b) At least a majority of (i) the outstanding principal amount of each separate issuance of Existing Public Debt and (ii) the outstanding aggregate principal amount of the Medium Term Notes shall, in each case, have been assumed by Holdings. (c) No Default shall have occurred and be continuing or would occur after giving effect to the Assumption. (d) All governmental and third party approvals necessary in connection with the Assumption shall have been obtained and be in full force and effect. (e) All existing Indebtedness of Food Lion (other than as permitted pursuant to Section 6.1A) shall have been assumed by Holdings and Food Lion shall have been released from its obligations thereunder (except in its capacity as guarantor after the Assumption). (f) The Administrative Agent shall have received a certificate signed by the President, a Vice President or a Financial Officer of Holdings, confirming compliance with the conditions set forth in paragraphs (a), (b), (c), (d) and (e) of this Section 10.2. (g) The Administrative Agent shall have received an assignment and assumption agreement, in a form satisfactory to it, pursuant to which Holdings shall confirm the satisfaction of the conditions to the Assumption and shall acknowledge the Assumption, as Borrower, of all of the obligations of Food Lion hereunder. (h) The Administrative Agent shall have received from Food Lion either (i) a counterpart of a Related Guarantee signed on behalf of Food Lion or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Related Guarantee) that Food Lion has signed a counterpart thereof. (i) The Administrative Agent shall have received such legal opinions, documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the authorization of the agreements delivered pursuant to this Section 10.2 and any other legal matters relating to this Agreement or the Assumption, all in form and substance satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify Holdings and the Lenders of the date on which the conditi...

Consent to Assumption. Each of the Company, Parent and Merger Sub hereby acknowledges and agrees that by its execution of this Agreement, such Party shall be deemed to have provided its prior written consent to the Assumption, including, without limitation, for purposes of Section 10.5 of the Merger Agreement.