Instruments of Assumption definition

Instruments of Assumption shall have the meaning set forth in Section 2.5(b).
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Instruments of Assumption means the Instrument of Assumption substantially in the form of Exhibit D-1 hereto relating to the assumption by the Buyer of the liabilities and obligations of the Sellers described therein and the Instrument of Assumption substantially in the form of Exhibit D-2 hereto relating to the assumption by the Buyer of the liabilities and obligations of the Sellers and NEPSCO under the Main Table Agreements in each case, to be delivered at the Closing.
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Instruments of Assumption has the meaning set forth in SECTION 2.7(b) hereof.
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Examples of Instruments of Assumption in a sentence

  • The executed Bills of Sale and Assignment and Instruments of Assumption with respect to the transactions contemplated hereby, and such other instruments of transfer or assignment as may be reasonably necessary to effect the transactions contemplated hereby (excluding those delivered pursuant to Section 8.2(c) and (j)).

  • The executed Bills of Sale and Assignment and Instruments of Assumption with respect to the transactions contemplated hereby, and such other instruments of transfer or assignment as may be reasonably necessary to effect the transactions contemplated hereby (excluding those delivered pursuant to Section 8.3(c) and (j)).

  • The execution of this instrument shall not affect the rights of the Trustees, the parishes or governmental entities that issued any of the Assumed PCRB Debt or the holders of the Assumed Debt to enforce the obligations of EGSL and ETI to the Trustees as provided in the Instruments of Assumption if either EGSL or ETI fail to make the payments required by the corrected DAA.

  • Except for the licenses described in Section 7.1, Buyer is not required to obtain any consent, approval, license, permit or authorization of, or make any declaration, filing or registration with, any third party or any public body or authority in connection with the execution and delivery by Buyer of this Agreement, the Note or the Instruments of Assumption, if any, or the consummation by Buyer of the transactions contemplated hereby or thereby.

  • Purchaser shall have executed and delivered to Sellers an instrument or instruments consistent with the terms hereof evidencing Purchaser's assumption of the Assumed Liabilities (the "Instruments of Assumption"), substantially in the form of Exhibit C hereto.

  • Concurrently with the execution and delivery hereof, the Assumption Party shall execute and deliver to EGSL and each Trustee identified on Schedule 1 hereto, Instruments of Assumption, in substantially the forms thereof attached hereto as Exhibit A with such changes as the parties may agree upon, to evidence the assumption of obligations referred to in subsection (a) of this Section 1.

  • The transactions contemplated by this Section 2.1(c) are referred to collectively as the “Comcast/Adelphia Newco Transaction” and shall be consummated pursuant to one or more Bills of Sale and Assignment and Instruments of Assumption in form and substance reasonably satisfactory to TWC and Comcast, and such other instruments of transfer or assignment as may be reasonably necessary to effect the Comcast/Adelphia Newco Transaction.

  • The transactions contemplated by this Section 2.1(b) are referred to collectively as the "TWC Native Newco Transaction" (and, together with the TWC/Adelphia Newco Transaction, the "TWC Newco Transaction") and shall be consummated pursuant to one or more Bills of Sale and Assignment and Instruments of Assumption in form and substance reasonably satisfactory to TWC and Comcast, and such other instruments of transfer or assignment as may be reasonably necessary to effect the TWC Native Newco Transaction.

  • The transactions contemplated by this Section 2.1(a) are referred to collectively as the “TWC/Adelphia Newco Transaction” and shall be consummated pursuant to one or more Bills of Sale and Assignment and Instruments of Assumption in form and substance reasonably satisfactory to [TWC]TW NY and Comcast, and such other instruments of transfer or assignment as may be reasonably necessary to effect the TWC/Adelphia Newco Transaction.

  • The execution and delivery of this Agreement by each of the Buyers, and the agreements provided for herein to which each of the Buyers is a party (including the Instruments of Assumption and the Promissory Note) and the consummation by each of the Buyers of the transactions contemplated hereby to which it is a party, have been duly authorized by all requisite action.


More Definitions of Instruments of Assumption

Instruments of Assumption as defined in Section 3.03(a).
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Instruments of Assumption means the documents, if any, pursuant to which the Assumed Liabilities will be assumed by Rotech Healthcare.
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Instruments of Assumption has the meaning set out in Section 2.11(b)(ii);
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Related to Instruments of Assumption

  • Incremental Assumption Agreement means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders.

  • Assignment and Assumption Agreements means each of the Assignment and Assumption Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented from time to time.

  • Merger Without Assumption provisions of Section 5(a)(viii) will apply to Party A and will apply to Party B.

  • Trade Instruments means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any Group Member (which obligations do not constitute Financial Indebtedness) arising in the ordinary course of trading of that Group Member.

  • Assignment and Assumption Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit A.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Reference Instrument means Natural Gas (Henry Hub) Future.Currency: USDISIN: US12573E1010Bloomberg Symbol: NG1 Comdty

  • Guarantee Assumption Agreement means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement between the Collateral Agent and an entity that pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Administrative Agent shall request consistent with the requirements of Section 5.08).

  • Assumption The process whereby, on sale or transfer of a legal or beneficial interest in a Mortgaged Property, the new owner of such Mortgaged Property becomes legally obligated under the terms of the related existing Security Instrument, Mortgage Note and any addenda and riders to such Security Instrument or Mortgage Note. Subsequent to the Assumption, the new owner of the property shall be deemed to be the Borrower under the related Mortgage Loan Documents.

  • Supplemental Agreements means the First Supplemental Agreement, the Second Supplemental Agreement, the Third Supplemental Agreement, the Fourth Supplemental Agreement, the Fifth Supplemental Agreement and the Sixth Supplemental Agreement.

  • Assumption Agreement has the meaning specified in Section 2.18(d)(ii).

  • Financial Instruments means commodities, securities, and derivatives of all types, including, without limitation, stocks and other equity instruments, bonds and other debt instruments, commodities and futures, forwards, swaps, and options that derive their value from bonds, equities, commodities or indices thereof. EXHIBIT C

  • New Contracts means binding new agreements or amendments to existing agreements with customers.

  • Deed of Assignment means the deed of assignment of the Shareholder Loan in the agreed form set out in Schedule 6 (Deed of Assignment) to be entered into between the Seller and the Buyer upon Completion.

  • Replacement Transaction means, with respect to any Terminated Transaction or group of Terminated Transactions, a transaction or group of transactions that (i) would have the effect of preserving for Party B the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, and (ii) has terms which are substantially the same as this Agreement, including, without limitation, rating triggers, Regulation AB compliance, and credit support documentation, save for the exclusion of provisions relating to Transactions that are not Terminated Transaction, as determined by Party B in its sole discretion, acting in a commercially reasonable manner.

  • Assignment and Assumption of Lease has the meaning set forth in Section 3.02(a)(v).

  • Consolidated Intangible Assets means, at any date, all assets of the Borrower and its Subsidiaries that are considered to be intangible assets under GAAP, including, without limitation, customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

  • Incremental Term Loan Assumption Agreement means an Incremental Term Loan Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Incremental Term Lenders.

  • Valuation Assumptions means, as of an Early Termination Date, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer will have taxable income sufficient to fully utilize the deductions arising from the Basis Adjustments and Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available, (2) the U.S. federal income tax rates and state and local income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (3) any loss carryovers generated by deductions arising from Basis Adjustments, the NOLs or Imputed Interest that are available as of such Early Termination Date will be utilized by the Corporate Taxpayer on a pro rata basis from the Early Termination Date through the scheduled expiration date of such loss carryovers, (4) any non-amortizable assets will be disposed of on the fifteenth anniversary of the applicable Basis Adjustment; provided, that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary), and (5) if, at the Early Termination Date, there are Common Units that have not been Exchanged, then each such Common Unit shall be deemed to be Exchanged for the Market Value of the number of shares of Class A Common Stock and the amount of cash that would be transferred if the Exchange occurred on the Early Termination Date.

  • Conveyancing and Assumption Instruments means, collectively, the various Contracts, including the related local asset transfer agreements and local stock transfer agreements, and other documents entered into prior to the Effective Time and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.

  • Affiliated Lender Assignment and Assumption means an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent of any party whose consent is required by Section 9.05) and accepted by the Administrative Agent in the form of Exhibit A-2 or any other form approved by the Administrative Agent and the Borrower.

  • Financial Contracts means any arrangement that:

  • Assignment of Contracts shall have the meaning provided in Section 5.07.

  • Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

  • Notice of Assignment is defined in Section 12.3.2.

  • financial instrument means those instruments specified in Section C of Annex I;