Example ContractsClausesAcceptance and Assumption
Acceptance and Assumption
Acceptance and Assumption contract clause examples

Acceptance and Assumption. For valuable consideration, receipt of which is hereby acknowledged, Assignee hereby # accepts the foregoing grant, assignment, delivery and transfer; # assumes, for the benefit of Assignor and the Ground Lessor under the Ground Lease, all of the obligations and covenants of the lessee under the Ground Lease first arising or accruing on or after the Effective Date; and # agrees, for the benefit of both the Assignor and Ground Lessor, to keep, perform and be bound by all such obligations and covenants and all of the terms and conditions contained in the Ground Lease on the part of the lessee therein to be kept and performed, for all intent and purposes as though the undersigned Assignee was the original tenant thereunder, to the extent such obligations first arise or accrue on or after the Effective Date.

Acceptance and Assumption. For valuable consideration, receipt of which is hereby acknowledged, Assignee hereby # accepts the foregoing grant, assignment, delivery and transfer; # assumes, for the benefit of Assignor and the Ground Lessor under the Ground Lease, all of the obligations and covenants of the lessee under the Ground Lease first arising or accruing on or after the Effective Date; and # agrees, for the benefit of both the Assignor and Ground Lessor, to keep, perform and be bound by all such obligations and covenants and all of the terms and conditions contained in the Ground Lease on the part of the lessee therein to be kept and performed, for all intent and purposes as though the undersigned Assignee was the original tenant thereunder, to the extent such obligations first arise or accrue on or after the Effective Date.

Acceptance and Assumption. As of the Effective Date, Assignee hereby accepts such assignment and agrees to assume and perform all of the terms and conditions of the Leases required to be performed by the landlord thereunder from and after the Effective Date.

Acceptance and Assumption. In accordance with and subject to the terms of the Asset Purchase Agreement, Buyer hereby absolutely, unconditionally and irrevocably # accepts the Assignment and # assumes, succeeds to, becomes substituted and responsible for and undertakes and agrees to timely pay, satisfy, observe, perform, or discharge in accordance with the terms thereof all obligations and liabilities of any kind arising out of, or required to be performed under, the Assumed Liabilities, including all obligations and liabilities of any kind arising out of Buyer’s assumption of the Assumed Liabilities. Buyer assumes no Excluded Liabilities.

Assumption. By execution of this Agreement, Assignee hereby accepts the assignment made by Assignor under Paragraph 1 hereof and hereby assumes and agrees to perform and to be bound by all of the terms, covenants, conditions and obligations of landlord under the Assumed Leases which accrue or arise or are required to be performed on or after the Effective Date.

Assumption. By execution of this Agreement, Assignee hereby accepts the assignment made by Assignor under Paragraph 1 hereof and hereby assumes and agrees to perform and to be bound by all of the terms, covenants, conditions and obligations imposed upon the holder of Assignor’s position under and in the Assumed Contracts which accrue or arise or are required to be performed on or after the Effective Date.

Assumption. By execution of this Agreement, Assignee hereby accepts the assignment made by Assignor under Paragraph 1 hereof and hereby assumes and agrees to perform and to be bound by all of the terms, covenants, conditions and obligations imposed upon the holder of Assignor’s position under and in the Assigned Property which accrue or arise or are required to be performed on or after the Effective Date.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless # the Successor Entity assumes in writing all of the obligations of the Company under this Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 6(a) pursuant to written agreements in form and substance satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each holder of Series B Preferred Shares in exchange for such Series B Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Certificate of Designations, including, without limitation, having a stated value and dividend rate equal to the stated value and dividend rate of the Series B Preferred Shares held by the Holders and having similar ranking to the Series B Preferred Shares, and satisfactory to the Required Holders and # the Successor Entity (including its Parent Entity) is a publicly traded corporation whose shares of common stock are quoted on or listed for trading on an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designations and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein and therein. In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to each Holder confirmation that there shall be issued upon conversion or redemption of the Series B Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 7 and 14, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Series B Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity) which each Holder would have been entitled to receive upon the happening of such Fundamental Transaction had all the Series B Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Series B Preferred Shares contained in this Certificate of Designations), as adjusted in accordance with the provisions of this Certificate of Designations. Notwithstanding the foregoing, such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 6(a) to permit the Fundamental Transaction without the assumption of the Series B Preferred Shares. The provisions of this Section 6 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of the Series B Preferred Shares.

Assumption. As of the Amendment Effective Date, DHUK hereby confirms, represents and warrants that as a result of the UK Merger, DHUK (and no other entity) will acquire by operation of any relevant law all of the assets and liabilities of DHBV and that DHUK # acquires by operation of law and # hereby assumes all of the rights and obligations (including the Foreign Obligations) of DHBV under the Credit Agreement and the other Loan Documents (including each of the Revolving Credit Notes) (in furtherance of, and not in lieu of, any assumption or deemed assumption as a matter of law) and hereby is joined to the Credit Agreement and the other Loan Documents, as applicable, as the Foreign Borrower thereunder (the “Foreign Borrower Assumption”). DHUK undertakes to take any steps necessary to complete and perfect the UK Merger and the acquisition and transfer of any assets and assumption of any rights and obligations purported or intended to be transferred or assigned to DHUK by DHBV pursuant to the UK Merger.

Assumption. Transferee acknowledges receipt of the Ground Lease and the Improvements on the terms, conditions and provisions set forth in this Agreement, and hereby assumes, accepts, and agrees to observe and perform the terms, covenants, conditions, provisions and agreements contained in the Ground Lease or that relate to the Improvements on the part of Transferor to be observed and performed thereunder or under applicable zoning and building ordinances, codes, laws, rules and regulations, including, but not limited to, payment of all rent and other charges to the lessor thereunder from and after the date hereof, but not prior thereto.

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