Assumption by Parent Clause Samples
The "Assumption by Parent" clause requires a parent company to formally take on the obligations or responsibilities of its subsidiary under a contract. In practice, this means the parent company agrees to be legally bound to perform or guarantee the subsidiary’s duties, such as payment or service delivery, if the subsidiary fails to do so. This clause is commonly used to provide assurance to the other contracting party that the parent company will step in if the subsidiary cannot fulfill its commitments, thereby reducing the risk of non-performance.
Assumption by Parent. Without the consent of any Holders of the Notes, the Parent, or a Subsidiary thereof, may directly assume, by an indenture supplemental to the Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, any premium and interest on all the Notes and the performance of every covenant of the Indenture on the part of the Company to be performed or observed. Upon any such assumption, the Parent or such Subsidiary shall succeed the Company, and be substituted for and may exercise every right and power of the Company, under the Indenture with the same effect as if the Parent or such Subsidiary had been the issuer of the Notes, and the Company shall be released from all obligations and covenants with respect to the Notes. No such assumption shall be permitted unless the Parent has delivered to the Trustee (i) an Officer’s Certificate and an Opinion of Counsel, each stating that such assumption and supplemental indenture comply with this Section 8.3 and Article V of the Base Indenture, and that all conditions precedent in the Indenture provided for relating to such transaction have been complied with and that, in the event of assumption by a Subsidiary, the Note Guarantee and all other covenants of the Parent in the Indenture remain in full force and effect and (ii) an opinion of independent counsel that the Holders of the Notes shall have no materially adverse United States federal tax consequences as a result of such assumption, and that, if any Notes are then listed on the New York Stock Exchange, that the Notes shall not be delisted as a result of such assumption.
Assumption by Parent. (a) Parent may, without the consent of the Holders, assume all of the rights and obligations of the Issuer hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, Parent shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Issuer and the Issuer shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.
Assumption by Parent. As of the Effective Time, Parent shall be considered to have assumed the Employment Agreement and expressly agreed to perform the Employment Agreement in the same manner and to the same extent as the Company, as required by Section 11(c) of the Employment Agreement. To effectuate the foregoing, as of the Effective Time: (a) all references to "the Company" in Sections 3, 5, 9(b), 9(c) and 9(d) of the Employment Agreement shall be deemed to refer to Parent instead of the Company; (b) all references to "the Company" in Sections 6, 8, 9(a), 10, and 12(d) of the Employment Agreement shall be deemed to refer to Parent as well as the Company; (c) all references to "the Board" in Section 5(b) of the Employment Agreement shall be deemed to refer to the Board of Directors of Parent; (d) the reference in Section 10(a) to "the Chief Executive Officer" shall be deemed to refer to the Chief Executive Officer of Parent; and (e) notices to Parent under the Employment Agreement shall be given in accordance with Section 12(b) to Parent at the address provided for in the Merger Agreement. It is acknowledged that from and after the Effective Time, Parent shall be considered an "affiliated company" of the Company as that term is used in the Employment Agreement.
Assumption by Parent. At the Effective Time, Parent shall assume all the obligations of the Company under the Equity Compensation Plans, each outstanding Assumed RSU and the related Restricted Stock Unit grant agreements evidencing Assumed RSUs. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Assumed RSUs appropriate notices setting forth such holders’ rights pursuant to the applicable Equity Compensation Plan and applicable Restricted Stock Unit grant agreements and indicating that the Restricted Stock Unit grant agreements evidencing the grants of such Assumed RSUs shall continue in effect on the same terms and conditions (subject to changes in accordance with this Section 2.11 and after giving effect to the Merger). From and after the Effective Time, all references to the Company (other than any references relating to a “Change in Control” or “Fundamental Transaction”) in each Equity Compensation Plan and in each related grant agreement shall be deemed to refer to Parent, unless Parent determines otherwise in accordance with the terms of the applicable plan and award.
Assumption by Parent. Effective as of the Effective Time, Parent shall assume and honor any individual agreement to which any Parent Employee is a party with any member of the Sysorex Group, including any Individual Agreement described in subsection (a) above.
Assumption by Parent. Without the consent of any Holders of the Notes, the Parent, or a Subsidiary thereof, may directly assume, by an indenture supplemental to the Indenture, executed and delivered to the Trustee the due and punctual payment of the principal of, any premium and interest on all the Notes and the performance of every covenant of the Indenture on the part of the Company to be performed or observed. Upon any such assumption, the Parent or such Subsidiary shall succeed the Company, and be substituted for and may exercise every right and power of the Company, under the Indenture with the same effect as if the Parent or such Subsidiary had been the issuer of the Notes, and the Company shall be released from all obligations and covenants with respect to the Notes. No such assumption shall be permitted unless the Parent has delivered to the Trustee (i) an Officer’s Certificate and an Opinion of Counsel, each stating that such assumption and supplemental indenture comply with Section 6.3 and this Section 8.3, and that all conditions precedent in the Indenture provided for relating to such transaction have been complied with and that, in the event of assumption by a Subsidiary, the Note Guarantee and all other covenants of the Parent in the Indenture remain in full force and effect and (ii) an opinion of independent counsel
Assumption by Parent. At the Closing, each of the then outstanding options to purchase Employee Ordinary Shares of the Company (“Company Options”) issued pursuant to the Amacis Group Limited 2003 Enterprise Management Incentive Scheme (the “Company Option Plan”) shall, by agreement with the holder thereof, be assumed by Parent and converted into an option to purchase that number of Parent Common Shares as set forth on Schedule 1.4 (rounded to the nearest whole number of Parent Common Shares) at an exercise price per Parent Common Share as set forth on Schedule 1.4. Each Company Option assumed by Parent hereunder shall be exercisable upon, and otherwise be subject to, the same terms and conditions as under the Company Option Plan, the applicable option agreement issued thereunder and any other plan or agreement pertaining to the exercisability or any other term of such Company Option.
Assumption by Parent. The Parent hereby assumes all of the Company's obligations under the Indenture, including without limitation obligations for the due and punctual payment of the principal of, premium, if any, and interest on all Securities issued or to be issued pursuant to the Indenture and the performance or observance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of the Issuer. Parent is hereby substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if Parent had been named as the "Company" in the Indenture.
Assumption by Parent. The Parent may directly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest on all the Notes and the performance of every covenant of this Indenture on the part of the Company to be performed or observed. Upon any such assumption, the Parent shall succeed to and be substituted for and may exercise every right and power of the Company under this Indenture with the same effect as if the Parent had been named as the Company herein and the Company shall be released from its liability as obligor on the Notes. No such assumption shall be permitted unless the Parent has delivered to the Trustee an Officer’s Certificate of the Parent and an Opinion of Counsel for the Parent, each stating that such assumption and supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.
ARTICLE 12 IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
Assumption by Parent. Effective upon the closing of the Transaction, the Parent hereby assumes and agrees to perform the Employment Agreement, as modified by the provisions hereof. References in the Employment Agreement to the "Company" shall, as a consequence of this Amendment and Assumption, mean and include the Parent as defined herein.