ACCESSION AND ASSUMPTION Sample Clauses

ACCESSION AND ASSUMPTION. With effect on and from (and subject to the occurrence of) the Effective Date: (a) the Additional Borrower agrees that: (i) it will accede to the Loan Agreement and the Agency and Trust Deed as amended and restated by this Deed as a Borrower and it will assume the obligations of the Original Borrowers thereunder; (ii) it will be bound, on a joint and several basis with the Original Borrowers, by the terms of the Amended and Restated Loan Agreement and the Agency and Trust Deed as amended and supplemented by this Deed; and (b) the Original Borrowers agree to be jointly and severally liable together with the Additional Borrower for: (i) the repayment of the Additional Advance plus interest accrued thereon in accordance with the Amended and Restated Loan Agreement; and (ii) all other obligations and liabilities under the Amended and Restated Loan Agreement and the Trust Deed as amended by this Deed. (c) each of the Corporate Guarantor and the Collateral Guarantor agrees that: (i) it shall be bound by the terms of the Amended and Restated Facility Agreement and the other Finance Documents; (ii) its guarantee and indemnity: (A) has full force and effect on the terms of the Amended and Restated Loan Agreement; and (B) extends to the obligations of the other Security Parties under the Finance Documents (including, without limitation, the Amended and Restated Loan Agreement). (d) the Original Security Parties and the Creditor Parties agree to the accession by the Additional Borrower to the Amended and Restated Loan Agreement and the Trust Deed as amended and supplemented by this Deed as a Borrower.
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ACCESSION AND ASSUMPTION. With effect on and from the Effective Date: (a) the New Parent Guarantor agrees that: (i) it will accede to the Facility Agreement as amended and restated by this Deed as a guarantor and it will assume the obligations of the Original Parent Guarantor thereunder; (ii) it will be bound by the terms of the Amended and Restated Facility Agreement and the other Finance Documents; (iii) its guarantee and indemnity pursuant to clause 17 (Guarantee and Indemnity – Parent Guarantor) of the Facility Agreement: (A) has full force and effect in accordance with the terms of the Amended and Restated Facility Agreement; and (B) extends to the obligations of the Borrower under the Amended and Restated Facility Agreement and the other Finance Documents (as amended and supplemented by this Deed and as may be further amended and supplemented from time to time); and (b) the Borrower confirms and acknowledges it is and remains a party to the Facility Agreement as amended and restated by this Deed and that its respective obligations thereunder and the other Finance Documents remain in full force and effect; and (c) the Borrower and the Finance Parties agree to the accession by the New Parent Guarantor to the Amended and Restated Facility Agreement.
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ACCESSION AND ASSUMPTION. 3.1. By operation of this Agreement, the Acceding Party and the Acceding Party ParentCo shall accede to the Shareholder's Agreement. The Acceding Party and the Acceding Party ParentCo acknowledge respectively that on and from the date hereof it shall be bound by the Shareholder's Agreement and undertake that it shall observe, perform, discharge and be bound by all obligations expressed to be undertaken by it respectively under the Shareholder's Agreement in all respects as if it had been an original party thereto. 3.2. By operation of this Agreement, on and from the date hereof the Transferring Party and the Transferring Party ParentCo hereby assign and the Acceding Party and the Acceding Party ParentCo hereby assume, respectively, all of the rights, interests, liabilities and obligations of the Transferring Party and the Transferring Party PartentCo respectively under the Shareholder's Agreement, whether actual, accrued, contingent or otherwise and whether arising before, on or after the date hereof as if the Acceding Party and the Acceding Party ParentCo had at all times been an original party to the Shareholder's Agreement. 3.3. Each of the parties to the Shareholder's Agreement hereby releases and discharges the Transferring Party and the Transferring Party ParentCo from its liabilities and obligations in and under the Shareholder's Agreement as assumed by the Acceding Party and the Acceding Party ParentCo respectively pursuant to Clause 3.2 and hereby accepts the performance by the Acceding Party and the Acceding Party ParentCo respectively of those liabilities and obligations in the place of the Transferring Party and the Transferring Party ParentCo with respect to the Shareholder's Agreement.
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Related to ACCESSION AND ASSUMPTION

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Buyer.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, ▇▇▇ hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;