Assumption agreement clause samples

(b) in relation to the A321 Aircraft, the Assigned A321 Purchase Agreement, as re-assigned to and assumed by Frontier pursuant to the Re-Assignment and Assumption Agreement. Re-Assignment and Assumption Agreement means the re-assignment and re-assumption agreement in respect of each Assigned Purchase Agreement dated on or about the date of this Agreement and entered into between Frontier, the Buyer and Airbus with respect to the re-assignment to Frontier and re-assumption by Frontier of rights, interests, obligations and liabilities under each Assigned Purchase Agreement in respect of the Relevant Aircraft (as defined therein).

(b) in relation to the A320ceo Aircraft and the A321 Aircraft, the Assigned A321 Purchase Agreement, as re-assigned to and assumed by Frontier pursuant to the Re- Assignment and Assumption Agreement. Relevant Documents means this Agreement, Amendment No.1, Amendment No.2, Amendment No.2 to Step-In Agreement, the Assignment and Assumption Agreement, each Assigned Purchase Agreement, the Re-Assignment and Assumption Agreement, each Re-Assigned Purchase Agreement, each Guarantee and the Security Assignment (and, individually, each a Relevant Document).

11.Construction. The headings of paragraphs are used for convenience only and shall not affect the meaning or construction of the contents of this Assignment and Assumption Agreement. Should any portion (word, clause, phrase, sentence, paragraph or section) of this Assignment and Assumption Agreement be declared void or unenforceable, such portion shall be considered independent and severable from the remainder, the validity of which shall remain unaffected. The terms and conditions of this Assignment and Assumption Agreement have been jointly negotiated by the parties and this Assignment and Assumption Agreement shall be deemed to have been jointly drafted by the Parties and in the event of any ambiguity or controversy it shall not be construed against either Party as the draftsperson. Each Party has had ample opportunity to consult with counsel and has independently determined to proceed with this Assignment and Assumption Agreement with or without such counsel.

Midland Loan Services, a division of PNC Bank, National Association, in its capacity as Control Party and Servicer, hereby consents to the amendment of the Guarantee and Collateral Agreement and directs the Trustee to execute and deliver this Assumption Agreement. The Servicer’s consent is granted solely to the extent that the amendment of the Guarantee and Collateral Agreement materially increases the Servicer’s obligations or liabilities, or materially decreases the Servicer’s rights or remedies under the Servicing Agreement, the Indenture or any other Transaction Document, and in each such case, only for such limited purpose.

SECTION 1. Defined Terms; Interpretation; Etc. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction set forth in Section 1.03 of the Credit Agreement shall apply equally to this Assumption Agreement. This Assumption Agreement shall be a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

9. The parties hereby agree and acknowledge that any obligations or duties of GI plc pursuant to the Shareholders Agreement are hereby terminated in their entirety and that GI plc is an express third party beneficiary to this Assignment and Assumption Agreement. Despite anything to the contrary in this Assignment and Assumption Agreement or the Shareholders Agreement, GI Cayman and the parties to the Shareholders Agreement release and forever discharge GI plc, as well as its shareholders, directors, officers, employees, agents and representatives, from all further obligations arising under this Assignment and Assumption Agreement and the Shareholders Agreement, and from all manner of actions, causes of action, suits, debts, damages, expenses, claims and demands whatsoever that GI Cayman has or may have against any of the foregoing persons, arising out of or in any way connected to performance under this Assignment and Assumption Agreement or the Shareholders Agreement on and after the date hereof. For avoidance of doubt, nothing herein affects any rights, liabilities, or obligations of GI Cayman or GI plc due to be performed before the date hereof.

(b) All other provisions governing the vesting and termination of the Assumed ESI PRSU award, including any post-Effective Time rights to acceleration you may have under the applicable PRSU Agreement or otherwise, remain the same as set forth in the applicable PRSU Agreement (or other applicable agreement), and those provisions (and any related provisions of the ESI Plan incorporated by reference into such PRSU Agreement) will accordingly govern and control your rights under this PRSU Assumption Agreement to receive MKS Common Stock under the Assumed ESI PRSUs covered by this PRSU Assumption Agreement. For the avoidance of doubt, in accordance with the terms of the applicable PRSU Agreement, performance under the applicable PRSU Agreement was measured at the Effective Time and, following the Merger, the Assumed ESI PRSUs ceased to be subject to the enumerated performance factors and now vest solely based on your continued provision of service to MKS or any subsidiary of MKS through the period specified in the applicable PRSU Agreement.

f. Assumptor Location. Assumptor represents and warrants that its chief executive office (or principal residence, if applicable) is located at the following address: 1635 43rd Street South, Suite205, Fargo, North Dakota 58103. Assumptor represents and warrants that its state of formation is Delaware. All organizational documents of Assumptor delivered to Noteholder are complete and accurate in every respect. Assumptor’s legal name is exactly as shown on pageone of this Assumption Agreement. Assumptor shall not change Assumptor’s name or, as applicable, Assumptor’s chief executive office, Assumptor’s principal residence or the jurisdiction in which Assumptor is organized, without giving Noteholder at least 30 days’ prior written notice.

26. Miscellaneous. This Assumption Agreement shall be governed and interpreted in accordance with the laws of the jurisdiction(s)specified in the other Loan Documents as governing the other Loan Documents. In any action brought or arising out of this Assumption Agreement, Original Borrower and Assumptor, and general partners, members and joint venturers of them, hereby consent to the jurisdiction of any state or federal court having proper venue as specified in the other Loan Documents and also consent to the service of process by any means authorized by the law of such jurisdiction(s). Except as expressly provided otherwise herein, all terms used herein shall have the meaning given to them in the Loan Documents. Time is of the essence of each term of the Loan Documents, including this Assumption Agreement. If any provision of this Assumption Agreement or any of the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed therefrom and the remaining parts shall remain in full force as though the invalid, illegal, or unenforceable portion had not been a part thereof.

(3) Assignment and Assumption Agreement. A duly executed Assignment and Assumption Agreement pursuant to which Seller will assign to Purchaser and the Purchaser will assume the Leases, Permits, Contracts and Licenses to be assigned pursuant to this Agreement, in a form reasonably acceptable to Purchaser.

In March 2015, Fortress entered into an exclusive license agreement with NeuPharma, Inc. (“NeuPharma”) to develop and commercialize novel irreversible, 3rd generation EGFR inhibitors, including CK-101, on a worldwide basis other than certain Asian countries. This license was assigned by Fortress to the Company effective March 17, 2015 pursuant to the terms of an Assignment and Assumption Agreement. The program is currently in pre-clinical development and the Company plans to submit an IND application to the FDA during the first half of 2016 (see Note 4 and Note 5).

In December 2015, Fortress licensed the exclusive worldwide rights to develop and commercialize CK-102 (formerly CEP-9722), a poly (ADP-ribose) polymerase (“PARP”) inhibitor, from Teva Pharmaceutical Industries Ltd., through its subsidiary, Cephalon, Inc. CK-102 is an oral, small molecule selective inhibitor of PARP-1 and PARP-2 enzymes in early clinical development for solid tumors. This license was assigned by Fortress to the Company effective December 18, 2015 pursuant to the terms of an Assignment and Assumption Agreement. The Company plans to develop CK-102 as both a monotherapy and in combination with other anti-cancer agents, including the Company’s novel immuno-oncology and Checkpoint inhibitor antibodies currently in development (see Note 4 and Note 5).

4.Counterparts; Electronic Delivery. This Assignment and Assumption Agreement may be executed in any number of counterparts with the same effect as if each of the parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one Assignment and Assumption Agreement. This Assignment and Assumption Agreement, to the extent signed and delivered by means of facsimile machine or via e-mail, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

Section1.01. Definitions in this Assumption Agreement. A term defined in the Warrant Agreement has the same meaning when used in this Assumption Agreement unless such term is otherwise defined herein or amended or supplemented pursuant to this Assumption Agreement. The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Assumption Agreement as a whole and not to any particular Article, Sectionor other subdivision.

In March 2015, Fortress entered into an exclusive license agreement with NeuPharma, Inc. (“NeuPharma”) to develop and commercialize novel irreversible, 3rd generation EGFR inhibitors, including CK-101, on a worldwide basis other than certain Asian countries. This license was assigned by Fortress to the Company effective March 17, 2015 pursuant to the terms of an Assignment and Assumption Agreement. The program is currently in pre-clinical development and the Company plans to submit an IND application to the FDA during the first half of 2016 (see Note 3 and Note 4).

In December 2015, Fortress licensed the exclusive worldwide rights to develop and commercialize CK-102 (formerly CEP-9722), a poly (ADP-ribose) polymerase (“PARP”) inhibitor, from Teva Pharmaceutical Industries Ltd., through its subsidiary, Cephalon, Inc. CK-102 is an oral, small molecule selective inhibitor of PARP-1 and PARP-2 enzymes in early clinical development for solid tumors. This license was assigned by Fortress to the Company effective December 18, 2015 pursuant to the terms of an Assignment and Assumption Agreement. The Company plans to develop CK-102 as both a monotherapy and in combination with other anti-cancer agents, including the Company’s novel immuno-oncology and Checkpoint inhibitor antibodies currently in development (see Note 3 and Note 4).

NEW BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS ASSUMPTION AGREEMENT, THE LOAN AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS ASSUMPTION AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

This document, which forms part of a registration statement on Form S-4 filed with the SEC by QCR (File No.333-219493), constitutes a prospectus of QCR under Section5 of the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” with respect to the shares of common stock, par value $1.00 per share, of QCR, which we refer to as “QCR common stock,” to be issued pursuant to the Purchase and Assumption Agreement, dated as of June8, 2017, by and between QCR and Guaranty, as it may be amended from time to time, which we refer to as the “purchase and assumption agreement.” This document also constitutes a proxy statement of Guaranty under Section14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act.” It also constitutes a notice of meeting with respect to the special meeting at which Guaranty shareholders will be asked to consider and vote upon the approval of the purchase and assumption agreement.

For the reasons discussed in this proxy statement/prospectus, the board of directors of Guaranty unanimously determined that the purchase and assumption agreement and the transactions contemplated therein are in the best interests of Guaranty and its shareholders, and unanimously adopted and approved the purchase and assumption agreement. The board of directors of Guaranty unanimously recommends a vote “FOR” the sale proposal.

The following is a summary of the material terms of the purchase and assumption agreement. This summary does not purport to describe all the terms of the purchase and assumption agreement and is qualified by reference to the complete text of the purchase and assumption agreement, which is attached as AppendixA to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. You should read the purchase and assumption agreement completely and carefully as it, rather than this description, is the legal document that governs the sale.

• If the QCR common stock price is greater than $51.87, the aggregate share amount will be the number of shares of QCR common stock equal to the quotient (rounded up to the nearest whole share) obtained by dividing the sale consideration by $51.87. The stock portion of the sale consideration is expected to be approximately 631,304 shares of QCR common stock with an aggregate market value of approximately $29.4million, based on a closing price of QCR common stock of $46.50 on June8, 2017, the last full trading day before the public announcement of the purchase and assumption agreement. Based on a closing price of QCR common stock of $44.70 on August9, 2017, the latest practicable date before the date of this proxy statement/prospectus, the stock portion of the sale consideration would equal approximately 656,726shares of QCR common stock with an aggregate market value of approximately $24.9million. The market price of QCR common stock will fluctuate between the date of this proxy statement/prospectus and the date of completion of the sale and the dissolution. No assurance can be given concerning the market price of QCR common stock before or after the effective time of the sale or the dissolution. Changes in the market price of QCR common stock prior to the completion of the sale and the dissolution will affect the market value of the sale consideration that Guaranty will receive and the market value of the liquidation proceeds that Guaranty shareholders will receive.

• agree to take, make any commitment to take, or adopt any resolutions of the board of directors of Guaranty or allow the board of any subsidiary to take or adopt any resolutions in support of, any of the actions prohibited by the purchase and assumption agreement. Conduct of Business of QCR. Under the purchase and assumption agreement, in general, QCR is required to (i)use commercially reasonable efforts to maintain and preserve intact its business organization and advantageous business relationships, and (iii)take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of QCR or Guaranty to obtain any of the requisite regulatory approvals, to perform its covenants and agreements under the purchase and assumption agreement or to consummate the contemplated transactions.

However, the purchase and assumption agreement provides that Guaranty may furnish such information pursuant to a customary confidentiality agreement and engage in such negotiations or discussions in response to an unsolicited acquisition proposal, if the board of directors of Guaranty determines in good faith and after consultation with outside counsel that such proposal constitutes or is reasonably expected to result in a superior proposal. If the board of directors of Guaranty determines after consultation with outside counsel and its financial advisor, that such acquisition proposal constitutes a superior proposal, the board may withhold, withdraw, qualify or modify the board’s recommendation to Guaranty shareholders with respect to the approval and adoption of the purchase and assumption agreement and the transactions contemplated thereby, and/or terminate the purchase and assumption agreement. However, the Guaranty board of directors may not terminate the purchase and assumption agreement for a superior proposal unless it has first notified QCR and otherwise negotiated with QCR so that the sale may be effected.

2. The opinions expressed herein represent counsel’s best legal judgment and are not binding upon the Internal Revenue Service or the courts and are dependent upon the accuracy and completeness of the documents we have reviewed under the circumstances, the assumptions made and the factual representations contained in the Certificates. To the extent that any of the factual representations provided to us in the Certificates are with respect to matters set forth in the Code or the Regulations, we have reviewed with the individuals making such factual representations the relevant portions of the Code and the applicable Regulations and are reasonably satisfied that such individuals understand such provisions and are capable of making such factual representations. We have made no independent investigation of the assumptions set forth above, the facts contained in the documents or the factual representations set forth in the Certificates or the Purchase and Assumption Agreement. No facts have come to our attention, however, that would cause us to question the accuracy and completeness of such assumptions, facts or documents in a material way. Any material inaccuracy or incompleteness in these documents, assumptions or factual representations (whether made by Guaranty or QCR) could adversely affect the opinions stated herein.

This opinion is being rendered to you in connection with the filing by QCR Holdings, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) of a registration statement on FormS-4 (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the registration of shares (the “Registered Shares”) of the Company’s common stock, par value $1.00 per share (“Common Stock”). The Registered Shares are to be issued pursuant to the terms of the Purchase and Assumption Agreement, dated as of June8, 2017 (the “Purchase and Assumption Agreement”), between QCR and Guaranty Bankshares, Ltd., an Iowa corporation (“Guaranty”), which provides for, among other things, the sale by Guaranty of substantially all of its assets, including all of the capital stock of Guaranty Bank and Trust Company, and the assumption by QCR of certain of Guaranty’s assets and liabilities (the “Sale”). The Registered Shares consist of shares of Common Stock issuable by QCR to Guaranty pursuant to the Purchase and Assumption Agreement. This opinion is being furnished in accordance with the requirements of Item601(b)(5)of Regulation S-K under the Securities Act.

“Section 3.11. Assignment of Parent Guarantee. Within 30 days of July21, 2008, Issuer will cause both (a)Guarantor, Albertson’s, LLC. to assign the Guarantee to SUPERVALU INC. and (b)SUPERVALU INC. to assume, the obligations of the Guarantee by execution of an Assignment and Assumption Agreement. Upon execution of such Assignment and Assumption Agreement, SUPERVALU INC. shall henceforth take the place of Albertson’s LLC as Guarantor and Albertson’s LLC shall henceforth be released from any and all obligations required of such Guarantor.

Section1.2 Form of Assignment and Assumption Agreement. The Assignment and Assumption Agreement to be executed pursuant to Section3.11 of the Indenture with respect to the Guarantee shall be substantially in the form attached as Exhibit A to this Supplemental Indenture.

“Term B Loan Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Term B Loans hereunder as of the 2015 Refinancing Effective Date. The amount of each Lender’s Term B Loan Commitment as of the 2015 Refinancing Effective Date is set forth on Schedule I to the 2015 Incremental Assumption Agreement. The aggregate amount of the Term B Loan Commitments as of the 2015 Refinancing Effective Date is $575,000,000.

“Term B Loan Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Term B Loans hereunder as of the 2017 Refinancing Effective Date. The amount of each Lender’s Term B Loan Commitment as of the 2017 Refinancing Effective Date is set forth on Schedule I to the 2017 Incremental Assumption Agreement. The aggregate amount of the Term B Loan Commitments as of the 2017 Refinancing Effective Date is $703,624,504.76.

“Term B Loan Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Term B Loans hereunder as of the 2017 Refinancing Effective Date. The amount of each Lender’s Term B Loan Commitment as of the 2017 Refinancing Effective Date is set forth on Schedule I to the 2017 Incremental Assumption Agreement. The aggregate amount of the Term B Loan Commitments as of the 2017 Refinancing Effective Date is $1,317,687,499.38.

Section3.1 Authorization. The New Holder has all requisite [corporate] power and authority and has taken all action necessary in order to duly and validly approve the New Holder’s execution and delivery of, and performance of its obligations under, this Assumption Agreement. This Assumption Agreement has been duly executed and delivered by the New Holder and constitutes a legal, valid and binding agreement of the New Holder, enforceable against the New Holder in accordance with its terms.

4.6. Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors, permitted assigns, heirs and personal representatives of the parties hereto, whether so expressed or not. This Agreement may not be assigned by the Company without the prior written consent of the AEA Investors and the Minority Investors. No Holder shall have the right to assign all or part of its rights and obligations under this Agreement without the prior written consent of the other parties hereto; provided, that any Holder may assign this Agreement to one or more of its Affiliates without the prior written consent of the other parties hereto and only in accordance with transfers of Common Stock permitted under, and made in compliance with, the Second Amended Stockholders’ Agreement; provided, further, that such Holder’s Affiliate (or Affiliates) executes and delivers to the Company an Assumption Agreement. Upon any such assignment, such assignee shall have and be able to exercise and enforce all rights of the assigning Holder which are assigned to it and, to the extent such rights are assigned, any reference to the assigning Holder shall be treated as a reference to the assignee; and provided, further, that, in connection with a Partner Distribution, Starr may assign its rights as a Holder but not as a Demand Party or otherwise and provided, further, that such assignee executes and delivers to the Company an Assumption Agreement. If any Holder shall acquire additional Registrable Securities, such Registrable Securities shall be subject to all of the terms, and entitled to all the benefits, of this Agreement.

SECTION2.09. Termination or Reduction of Commitments. (a)The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Classof Revolving Credit Commitments; provided that (x)the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y)the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date.

subject to Section2.16. If any Incremental Loan is to be allocated to an existing Interest Period for a Eurodollar Borrowing, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Loan Assumption Agreement. In addition, to the extent any Incremental Loans are not Other Loans and are fungible with the Initial Term Loans, the scheduled amortization payments under Section2.11(a)(i)required to be made after the making of such Incremental Loans may be ratably increased by the aggregate principal amount of such Incremental Loans and may be further increased for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Lenders were entitled before such recalculation.