Approvals Relating to the Existing Loan Sample Clauses

Approvals Relating to the Existing Loan. Seller and Purchaser acknowledge that: (i) the transfer of the Property in accordance with the terms of the Loan Documents, and (ii) with Lender’s Consent, the assumption by Purchaser and/or its related parties of certain obligations of Seller under the Loan Documents and the release of Seller from any obligations under the Loan Documents are conditions precedent to each party’s obligation to close hereunder. If, for any reason, Lender’s Consent to the transactions contemplated by this Agreement either is (x) affirmatively denied at any time during the Executory Period or (y) not obtained on or before June 15, 2004 (which date may be adjourned, on a single occasion for a period not to exceed thirty (30) days, by either party in the event that on June 15, 2004, (i) Lender has not indicated that it is unwilling to grant Lender’s Consent or that its granting of Lender’s Consent will be conditioned upon its receipt of any significant consideration (other than the Assumption Fees), (ii) the electing party does not know of any reason why the Lender’s Consent will not be granted and (iii) the electing party has a good faith belief that Lender’s Consent will be granted within thirty (30) days of June 15, 2004; such date, as the same may be so adjourned, the “Outside Lender Approval Date”), then in either such case, either party shall have the right, upon written notice to the other, to terminate this Agreement, following which Seller shall immediately return to Purchaser the Deposit (or cause the Escrow Agent to return the Deposit), and from and after that time neither party shall have any further obligation to the other pursuant to this Agreement. This provision shall survive the termination of this Agreement. Seller and Purchaser each covenant and agree that it shall not (x) request or demand that Lender modify, amend or waive any of the provisions of the Loan Documents nor (y) decline or refuse to agree to and/or approve of the form of assumption documents on the grounds that such documents fail to effect any modification, amendment or addition to the Loan Documents
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Related to Approvals Relating to the Existing Loan

  • Amendments to the Existing Agreement As of the Effective Date (defined below), the Existing Agreement is hereby amended or modified as follows:

  • Amendments to the Existing Credit Agreement The Existing Credit Agreement is hereby amended as follows:

  • Conditions Precedent to the Effectiveness of this Agreement The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:

  • CONDITIONS PRECEDENT TO THE MERGER The obligations of the parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Conditions Precedent to the Obligation of Buyer to Close The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent, any one or more of which may be waived by Buyer in writing:

  • Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required None of the Parent Guarantor, the Issuer nor any of the subsidiaries of the Issuer is in violation of its charter or by-laws or other similar constitutive documents, except, in the case of subsidiaries of the Issuer, for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. None of the Parent Guarantor, the Issuer nor any of the subsidiaries of the Issuer is in default (or, with the giving of notice or lapse of time or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Parent Guarantor, the Issuer or any of the subsidiaries of the Issuer is a party or by which it or any of them may be bound, or to which any of the property or assets of the Parent Guarantor, the Issuer or any of the subsidiaries of the Issuer is subject (each, an “Existing Instrument”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Parent Guarantor’s and the Issuer’s execution, delivery and performance of this Agreement and the Indenture, and the respective execution, issuance and delivery of the Debt Securities and the Guarantees, the consummation of the transactions contemplated hereby, by the Indenture and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate or other action, as the case may be, and will not result in any violation of the provisions of the charter or by-laws or other similar constitutive documents of the Parent Guarantor, the Issuer or any of the subsidiaries of the Issuer, except, in the case of subsidiaries of the Issuer that are not Significant Subsidiaries, for such violations as would not, individually or in the aggregate, materially adversely affect the Parent Guarantor’s or the Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Parent Guarantor, the Issuer or any of the subsidiaries of the Issuer pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the Parent Guarantor’s or the Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Parent Guarantor, the Issuer or any of the subsidiaries of the Issuer, except for such violation as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the Parent Guarantor’s or the Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Parent Guarantor’s or the Issuer’s execution, delivery and performance of this Agreement or the Indenture, or the execution, issuance and delivery of the Debt Securities or the Guarantees or the consummation of the transactions contemplated hereby or thereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the Parent Guarantor or the Issuer and are in full force and effect under the Securities Act, the Trust Indenture Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”) or the failure of which to obtain would not have a material adverse effect on the consummation of the transactions contemplated by this Agreement or the Indenture.

  • CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below.

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