Assumption or Replacement. If the Company is the surviving entity and an outstanding Award is not adjusted as necessary to preserve the intrinsic value of the Award or if the Companys successor does not irrevocably assume the Companys obligations under this Plan or replace the outstanding Awards with Awards having substantially the same intrinsic value and having terms and conditions no less favorable to the Participant than those applicable to the Awards immediately prior to the Change in Control then, without any action by the Committee or the Board, each such outstanding Award granted under the Plan shall become immediately vested and, if applicable, exercisable, in full.
Assumption. By acceptance hereof Assignee agrees to assume and become obligated to keep, fulfill, observe, perform and discharge each and every covenant, duty, debt and obligation that may accrue and become performable, from and after the date hereof by Assignor under the terms, provisions and conditions of the Assigned Contracts.
Assumption. Assignee hereby accepts the foregoing assignment of the Purchased Assets, and hereby assumes and agrees to promptly perform and pay when due all of the Assumed Liabilities.
Assumption. Assignee does hereby unconditionally assume and agree to observe and perform all of the terms and conditions on the part of Tenant (as defined in the Ground Lease) to be observed and performed under the Ground Lease whether arising before or after the Effective Date.
Replacement. A Party may replace its Alliance Manager at any time by informing the other Partys Alliance Manager in writing (including by email).
No Assumption. This Agreement shall not be deemed to act as an assumption by Manager of any of the Liabilities, or a limitation of the Company’s or ’s representations, warranties, covenants, or agreements under or pursuant to the Purchase Agreement or any other agreement, certificate, or instrument in connection therewith. This Agreement shall not be deemed to act as an assumption by of any of the Manager Liabilities, or a limitation of the Manager’s representations, warranties, covenants, or agreements under or pursuant to the Purchase Agreement or any other agreement, certificate, or instrument.
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to a then current Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected [[Consenting Lenders:Organization]] and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from the Borrower or the [[Consenting Lenders:Organization]] comprising the Required [[Consenting Lenders:Organization]] of each affected Class. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.13(a) will occur prior to the applicable Benchmark Transition Start Date.
Replacement Project. Notwithstanding the foregoing, Lonza shall have an obligation to mitigate damages related cancelation, rescheduling and delays to Services by Customer leading to Cancellation Fees. .
Replacement Certificates. The Corporation shall replace any mutilated Series B Preferred Stock certificate at the Holders expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the Holders expense upon delivery to the Corporation of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may reasonably be required by the Corporation.
Replacement Parts. Replacement parts for goods purchased by Buyer hereunder are for the purpose of this Section defined as Parts and are included in the definition of goods under this Order. For all goods ordered by Buyers Measurement and Control Solutions, Industrial Solutions or Wind Energy businesses and if expressly required on the face of this Order by another Affiliate, group, division and/or business unit of Buyer, Seller shall provide Parts: # to Buyers Measurement and Control Solutions and Industrial Solutions businesses for a period of [ ]; and # to Buyers Wind Energy business for a period of [ ]. Seller shall continue to supply such Parts past the [ ] or [ ] for so long as the Seller continues to produce goods for Buyer. After a good is no longer in production, the prices for Parts shall be [ ] of those amounts. No minimum order requirements shall apply unless the parties mutually agree in advance. After the end of the above referenced periods, Seller shall continue to maintain in good working condition all Seller-owned tooling required to produce the Parts, and shall not dispose of such tooling without first contacting Buyer and offering Buyer the right to purchase such tooling from Seller. Sellers obligations with regard to Buyer owned tooling are set forth in Section 4, Buyers Property.
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