Assumption and Acknowledgment Sample Clauses

Assumption and Acknowledgment. Effective immediately after the consummation of the Merger, the execution and delivery by Life Time of a counterpart hereto and the funding of the Closing Date Loans hereunder, and without affecting any of the obligations of Holdings as a Guarantor under any Loan Document, Life Time hereby assumes all of Initial Borrower’s rights, title, interests, duties, liabilities and obligations (including the Obligations) under the Loan Documents as the “Borrower” hereunder (collectively, the “Assumption”), including, any claims, liabilities, or obligations arising from Initial Borrower’s failure to perform any of its covenants, agreements, commitments or obligations under the Loan Documents to be performed prior to the date of the Assumption. Holdings hereby acknowledges the Assumption by Life Time and its effectiveness immediately after the consummation of the Merger, the execution and delivery by Life Time of a counterpart hereto and the funding of the Closing Date Loans hereunder. Without limiting the generality of the foregoing, upon its execution and delivery of a counterpart hereto, Life Time hereby expressly agrees to observe and perform and be bound by all of the terms, covenants, representations, warranties, and agreements contained herein which are binding upon, and to be observed or performed by, the Borrower. Each Agent and each Lender hereby consents to the Assumption.
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Assumption and Acknowledgment. (a) As of the effectiveness of the Merger, Borrower (as the surviving corporation of the Merger) expressly assumes, ratifies, restates and confirms the Obligations and the Financing Agreements and confirms and ratifies its assumption of, and its continuing liability for, under and pursuant to, the Obligations and the Financing Agreements pursuant to the Merger and by operation of law. As of the result of the Merger, Borrower is acquiring the assets of Turtle Mountain subject to the existing security interests and lien therein of Agent pursuant to the Financing Agreements. (b) Borrower acknowledges, confirms and agrees that: (i) Borrower is indebted to Agent and Lenders for the Obligations in the amount of $34,168,142.54 as of the close of business on December 28, 2004, which amount is unconditionally owing by Borrower to Agent and Lenders, together with interest accrued and accruing, all without offset, defense of counterclaim of any kind, nature or description whatsoever; and (ii) without limiting the generality of the foregoing, after giving effect to the Merger, (A) the Merger shall not in any way limit, impair or adversely affect the Obligations now or hereafter owed to Agent and Lenders, or any security interests or liens of Agent in the assets and properties of Borrower securing the same, and (B) the security interests, liens and rights of Agent and Lenders in and to all of the assets and properties of Borrower.
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Assumption and Acknowledgment. For good and valuable consideration, the receipt of which is hereby acknowledged, Hull hereby assigns and transfers, subject to the Pledge Agreement, all his right, title and interest in all 942,466 of the Hull Shares to Family Partnership, including any rights permitted to be transferred with respect to such Securities pursuant to the Existing Security Holder Agreements and the Existing Affected Lender Agreements, with such transfer and assignment to be effective as of the date of this Agreement (the "Effective Date"). Family Partnership shall be bound by the provisions of the Existing Affected Lender Agreements as of the Effective Date.
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Assumption and Acknowledgment. For good and valuable consideration in the aggregate amount of $190,842.36, the receipt of which is hereby acknowledged, Austin V hereby assigns arid transfers all its right, title and interest in the Securities, including any tights permitted to be transferred with respect to such Securities pursuant to the Existing Security Holder Agreements, the Preferred Purchase Agreement, the Preferred Warrant and the Existing Affected Lender Agreements, to Affiliates Fund effective as of the date of this Agreement (the "Effective Date").
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Assumption and Acknowledgment. (a) Effective as of the Effective Time, Purchaser assumes all obligations of Target pursuant to the Put Agreement, including the obligation to deliver to Eliska Wireless such shares of stock, securities or assets or other consideration as Eliska Wireless may be entitled to acquire under the Put Agreement. (b) Eliska Wireless acknowledges and agrees that the agreements of Purchaser set forth in this agreement are satisfactory in form and substance to Eliska Wireless and satisfy those obligations of Target required to be satisfied prior to the Effective Time, which arise under the Put Agreement due to the Merger constituting a Change of Control Transaction under the Put Agreement. (c) Eliska Wireless agrees that the registration rights held by it pursuant to the Put Agreement shall, in consideration of the undertakings by DT under this Agreement, be terminated and be of no further force or effect effective at the Effective Time.
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Assumption and Acknowledgment. (a) Effective as of the Effective Time, Purchaser (i) assumes all obligations of Target pursuant to the Exchange Agreement, including the obligation to deliver to SSPCS such cash, shares of stock, securities or assets or other consideration as SSPCS may be entitled to acquire under the Exchange Agreement and (ii) agrees that SSPCS shall continue to have the benefit of Section 3.3 of the Exchange Agreement with respect to VoiceStream Organic Changes (as defined in the Exchange Agreement) of Purchaser. (b) SSPCS acknowledges and agrees that (i) the agreements of Purchaser set forth in this agreement are satisfactory in form and substance to SSPCS pursuant to Section 3.3 of the Exchange Agreement and satisfy those obligations of Target required to be satisfied prior to the Effective Time, which arise under the Exchange Agreement due to the Merger's constituting a VoiceStream Organic Change under the Exchange Agreement, and (ii) Section 4 of the Exchange Agreement shall not apply to Purchaser.
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Assumption and Acknowledgment. (a) Effective as of the Effective Time, Purchaser (i) assumes all obligations of Target pursuant to the Exchange Agreements, including the obligation to deliver to ▇▇▇▇ Inlet such cash, shares of stock, securities or assets or other consideration as ▇▇▇▇ Inlet may be entitled to acquire under the Exchange Agreements and (ii) agrees that CIGI shall continue to have the benefit of Sections 2.3 and 2.4 of each CIGI Exchange Agreement and that CITI shall continue to have the benefit of Section 3.3 of the CITI Exchange Agreement, in each case with respect to increases or combinations of Purchaser's securities or Organic Changes (as defined in the CIGI Exchange Agreements) or VoiceStream Organic Changes (as defined in the CITI Exchange Agreement) of Purchaser. (b) ▇▇▇▇ Inlet acknowledges and agrees that (i) the agreements of Purchaser set forth in this agreement are satisfactory in form and substance to ▇▇▇▇ Inlet pursuant to Section 2.4 of the CIGI Exchange Agreements and Section 3.3 of the CITI Exchange and satisfy those obligations of Target required to be satisfied prior to the Effective Time, which arise under the Exchange Agreements due to the Merger's constituting an Organic Change under the CIGI Agreements and a VoiceStream Organic Change under the CITI Agreement, and (ii) Section 4 of the CITI Exchange Agreement shall not apply to Purchaser.
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Assumption and Acknowledgment 
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Related to Assumption and Acknowledgment

  • AUTHORIZATION AND ACKNOWLEDGEMENT I authorize ▇▇▇▇▇ Management to obtain reports from any consumer or criminal record reporting agencies before, during, and after tenancy on matters relating to my Application and Lease with ▇▇▇▇▇ Management and to verify, by all available means, the information in this Application, including criminal background information, income and housing history, and other information reported by any state or federal agency (ex: Social Security Administration). I understand that this authorization cannot be used to obtain any information about me that is not pertinent to my eligibility and continued participation as a qualified applicant or resident.

  • Waivers and Acknowledgments (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral. (b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder. (d) Each Guarantor acknowledges that the Collateral Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 8.02 and this Section 8.03 are knowingly made in contemplation of such benefits.

  • Director’s Representation and Acknowledgment The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer. (b) The Executive hereby represents that, except as he has disclosed in writing to the Company, he is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of the Executive’s employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. (c) The Executive further represents that, to the best of his knowledge, his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement with another party, including without limitation any agreement to keep in confidence proprietary information, knowledge or data the Executive acquired in confidence or in trust prior to his employment with the Company, and that he will not knowingly disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. (d) The Executive acknowledges that he will not be entitled to any consideration or reimbursement of legal fees in connection with execution of this Agreement. (e) The Executive hereby represents and agrees that, during the Restricted Period, if the Executive is offered employment or the opportunity to enter into any business activity, whether as owner, investor, executive, manager, employee, independent consultant, contractor, advisor or otherwise, the Executive will inform the offeror of the existence of Sections 10, 11, 12 and 13 of this Agreement and provide the offeror a copy thereof. The Executive authorizes the Company to provide a copy of the relevant provisions of this Agreement to any of the persons or entities described in this Section 24(e) and to make such persons aware of the Executive’s obligations under this Agreement.

  • Agreements and Acknowledgments Regarding Shares (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Dealer hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the parties) and, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on the Exchange. (ii) Counterparty agrees and acknowledges that Dealer (or an affiliate of Dealer) will hedge its exposure to the Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of the Interpretive Letter, the Shares (up to the Initial Number of Shares) delivered, pledged or loaned by Counterparty to Dealer (or an affiliate of Dealer) in connection with the Transaction may be used by Dealer (or an affiliate of Dealer) to return to securities lenders without further registration or other restrictions under the Securities Act of 1933, as amended (the “Securities Act”), in the hands of those securities lenders, irrespective of whether such securities loan is effected by Dealer or an affiliate of Dealer. Accordingly, subject to Paragraph 7(h) below, Counterparty agrees that the Shares that it delivers, pledges or loans to Dealer (or an affiliate of Dealer) on or prior to the final Settlement Date will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System. (iii) Counterparty agrees and acknowledges that it has reserved and will keep available at all times, free from preemptive or similar rights and free from any lien, charge, claim or other encumbrance, authorized but unissued Shares at least equal to the Share Cap, solely for the purpose of settlement under the Transaction. (iv) Unless the provisions set forth below under “Private Placement Procedures” are applicable, Dealer agrees to use any Shares delivered by Counterparty hereunder on any Settlement Date to return to securities lenders to close out open securities loans created by Dealer or an affiliate of Dealer in the course of Dealer’s or such affiliate’s hedging activities related to Dealer’s exposure under the Transaction. (v) In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share Settlement of the Transaction, Dealer shall use its good faith efforts to conduct its activities, or cause its affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18, as if such provisions were applicable to such purchases and any analogous purchases under any Additional Transaction, taking into account any applicable SEC no action letters, as appropriate.