Acceptance Agreement

An acceptance agreement is a contract between two parties where one party accepts the offer of another that results in duties, obligations, or benefits. The contract includes details about who the parties are, what the offer is, and when the acceptance will officially go into effect. It also goes into detail about what duties, obligations, or benefits will result from the signing of the agreement. Parties can also expect to learn about the rules and regulations surrounding the acceptance and how violation of them can negatively impact them legally.

The purpose of the acceptance agreement is to affirm, in writing, the acceptance of one party's terms by another.

Common Sections in Acceptance Agreements

Below is a list of common sections included in Acceptance Agreements. These sections are linked to the below sample agreement for you to explore.

Acceptance Agreement Sample

HECO Exhibit 10.9

ASSIGNMENT AND ACCEPTANCE AGREEMENT

Assignment and Acceptance Agreement (as the same may be amended, supplemented or otherwise modified from time to time, this “Assignment and Acceptance Agreement” ), dated as of September 18, 2008 by and between Lehman Brothers Bank , FSB a Lender under the Credit Agreement referred to below (the “Assignor” ), and Bank Hapoalim BM (the “Assignee” ).

R E C I T A L S

A. Reference is made to the Credit Agreement, dated as of March 31, 2006, among Hawaiian Electric Company, Inc., a Hawaii corporation (the “ Borrower” ), the Lenders party thereto and The Bank of New York Mellon, formerly The Bank of New York , as Administrative Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement” ). Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

B. Pursuant to the Credit Agreement and subject to the limitations set forth therein the Credit Parties agreed to make the Loans under the terms and conditions therein set forth.

C. The amount of the Assignor’s Revolving Commitment (without giving effect to the assignment effected hereby or to other assignments thereof which have not yet become effective) is specified in Item 1 of Schedule 1 hereto. The outstanding principal amount of the Assignor’s Revolving Loans without giving effect to the assignment effected hereby or to other assignments thereof which have not yet become effective, is specified in Item 2 of Schedule 1 hereto.

D. The Assignor wishes to sell and assign to the Assignee, and the Assignee wishes to purchase and assume from the Assignor, (i) the portion of the Assignor’s rights and obligations under the Loan Documents, including its Revolving Commitment specified in Item 3 of Schedule 1 hereto (the “Assigned Commitment” ), and (ii) the portion of the Assignor’s Revolving Loans specified in Item 4 of Schedule 1 hereto (the “Assigned Loans” ).

The parties agree as follows:

Subject to the terms and conditions set forth herein and in the Credit Agreement, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, without recourse, on the date hereof, (i) all right, title and interest of the Assignor in and to the Assigned Loans, and (ii) all obligations of the Assignor under the Loan Documents with respect to the Assigned

Commitment. As full consideration for the sale of the Assigned Loans, the Assignee shall pay to the Assignor on the date hereof an amount equal to the principal amount of the Assigned Loans or such other amount as shall be agreed upon by the Assignor and the Assignee (the “Purchase Price” ), and the Assignor shall pay the fee payable to the Administrative Agent pursuant to Section 10.04(b) of the Credit Agreement.

(a) Each of the Assignor and the Assignee represents and warrants to the other that (i) it has full power and legal right to execute and deliver this Assignment and Acceptance Agreement and to perform the provisions of this Assignment and Acceptance Agreement; (ii) the execution, delivery and performance of this Assignment and Acceptance Agreement have been authorized by all action, corporate or otherwise, and do not violate any provisions of its organizational documents or any contractual obligations or requirement of law binding on it; and (iii) this Assignment and Acceptance Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. The Assignor further represents that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim created by the Assignor.

(b) The Assignee represents and warrants to the Assignor (i) it is an “accredited investor” within the meaning of Regulation D of the Securities and Exchange Commission, as amended, and (ii) it has, independently and without reliance upon the Assignor, and based on such documents and information as it has deemed appropriate, made its own evaluation of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries and made its own decision to enter into this Assignment and Acceptance Agreement.

(a) Upon the effective date hereof, (i) the Administrative Agent shall record the assignment contemplated hereby, (ii) the Assignee, unless already a Lender, shall become a Lender, with all the rights and obligations as a Lender under the Credit Agreement, and (iii) the Assignor, to the extent of the assignment provided for herein, shall be released from its obligations under the Loan Documents, with respect to the Assigned Loans and Assigned Commitments.

(b) The Assignee hereby appoints and authorizes the Administrative Agent to take such action, on and after the date hereof, as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to such Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

(c) From and after the effective date hereof, the Credit Parties and the Loan Parties shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor

and the Assignee shall make all appropriate adjustments directly between themselves with respect to amounts under the Loan Documents which accrued prior to the date hereof and which were paid thereafter.

All payments to be made either to the Assignor or the Assignee by the other hereunder shall be made by wire transfer in immediately available funds to the account designated by the Assignor or the Assignee, as the case may be.

All notices, requests and demands to or upon the Assignee in connection with this Assignment and Acceptance Agreement and the Loan Documents are to be sent or delivered to the place set forth adjacent to its name on the signature page(s) hereof.