Common use of Assumption of Obligation Clause in Contracts

Assumption of Obligation. Notwithstanding anything contained in this Warrant Agreement to the contrary, the Company shall not effect any of the transactions described in subdivisions (a) through (d) of Section 9.1 unless, prior to the consummation thereof, the person (other than the Company) that may be required to deliver any cash, stock or other securities or property upon exercise of any Warrant as provided herein shall assume, by written instrument delivered to the Holders of the Warrants, (a) the obligations of the Company under this Warrant Agreement and the Warrants (and if the Company shall survive the consummation of any such transaction, such assumption shall not release the Company from, any continuing obligations of the Company under this Warrant Agreement and the Warrants), provided that this paranthetical is not intended to and shall not multiply or increase the expected benefits otherwise derived from ownership of the Warrants and (b) the obligation to deliver to such Holder such cash, stock or other securities or other property as such Holder may be entitled to receive in accordance with the provisions of this Section 9. Such person shall similarly deliver to the Company an opinion of counsel to the effect that this Warrant Agreement and the Warrants shall continue in full force and effect after any such transaction and that the terms hereof (including, without limitation, all of the provisions of Section 8 and this Section 9.2) and thereof shall be applicable to the cash, stock or other securities or property that such person may be required to deliver upon any exercise of the Warrants.

Assumption of Obligation. Notwithstanding anything contained in this Warrant Agreement to the contrary, the Company shall not effect any of the transactions described in subdivisions Section 9.1(a), (ab), (c) through or (d) of Section 9.1 unless, prior to the consummation thereof, the person (other than the Company) that may be required to deliver any cash, stock or other securities or property upon exercise of any Warrant as provided herein shall assume, by written instrument delivered to the Holders of the Warrants, (a) the obligations of the Company under this Warrant Agreement and the Warrants (and if the Company shall survive the consummation of any such transaction, such assumption shall not release the Company from, from any continuing obligations of the Company under this Warrant Agreement and the Warrants), provided that this paranthetical is not intended to and shall not multiply or increase the expected benefits otherwise derived from ownership of the Warrants ) and (b) the obligation to deliver to such Holder such cash, stock or other securities or other property as such Holder may be entitled to receive in accordance with the provisions of this Section 9; provided, however, that this Section 9.2 shall not be applicable to any transaction described in Section 9.1 if all such cash, stock, property or other consideration receivable upon consummation of such transaction is delivered to the Company at such time. Such person shall similarly deliver to the Company an opinion of counsel to the effect that this Warrant Agreement and the Warrants shall continue in full force and effect after any such transaction and that the terms hereof (including, without limitation, limitation all of the provisions of Section 8 and this Section 9.2) and thereof shall be applicable to the cash, stock or other securities or property that such person may be required to deliver upon any exercise of the Warrants.