Assumed Encumbrances Sample Clauses

Assumed Encumbrances. (a) Purchaser agrees that, at the Closing (i) Purchaser shall reaffirm all of the Partnership's obligations under the Note and all of the other Loan Documents and accept title to the Property subject to the Mortgage and the other Loan Documents, and (ii) USDA shall release Sellers, as well as any guarantors, if any, and other obligated parties (other than the Partnership) under the Loan Documents, from all obligations under the Loan Documents (and any related guarantees or letters of credit), including, without limitation, any obligation to make payments of principal and interest under the Note, to replenish any unfunded required accounts, escrows or reserves and/or cure any physical deficiencies at the Property, all in form and substance satisfactory to Sellers (collectively, the foregoing (i) and (ii) referred to herein as the "Loan Continuation and Release"). Purchaser further acknowledges that the Loan Documents require the satisfaction by Purchaser of certain requirements as set forth therein to allow for the Loan Continuation and Release. Accordingly, Purchaser, at its sole cost and expense shall satisfy the requirements set forth in the Loan Documents to allow for the Loan Continuation and Release, including, without limitation, submitting a complete application to USDA for assumption of the Loan together with all documents and information required in connection therewith (the "Loan Continuation Application") no later than the expiration of the Feasibility Period. Purchaser shall provide Sellers with a copy of the Loan Continuation Application and shall provide evidence of its submission to USDA within three (3) business days after such submittal. Purchaser acknowledges and agrees that Purchaser is solely responsible for the preparation and submittal of the Loan Continuation Application, including the collection of all materials, documents, certificates, financials, signatures, and other items required to be submitted to USDA in connection with the Loan Continuation Application. (b) Purchaser shall pay all fees and expenses (including, without limitation, all servicing fees and charges, assumption fees, and other fees to release Sellers of all liability under the Loan) imposed or charged by USDA or its counsel (such fees and expenses collectively being referred to as the "USDA Fees"), in connection with the Loan Continuation Application and the Loan Continuation and Release. (c) Additionally, Purchaser shall be responsible for (i) replacing (and inc...
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Assumed Encumbrances. 4.5.1 Purchaser recognizes and agrees that, in connection with the Loans made by the applicable Lender, each Property is encumbered by the applicable Assumed Deed of Trust and the applicable Assumed Encumbrances. Each Loan is evidenced by the Note applicable to such Property. Within 5 days after the Effective Date, each Seller agrees that it will make available to Purchaser (in the same manner in which such Seller is permitted to make the Materials available to Purchaser under Section 3.5.1) copies of the Assumed Loan Documents which are in such Seller’s possession or reasonable control (subject to Section 3.5.2). 4.5.2 Purchaser agrees that, at the Closing, (a) Purchaser shall assume the applicable Seller’s obligations under the Note and all of the other applicable Assumed Loan Documents and accept title to each Property subject to the Assumed Deed of Trust and the Assumed Encumbrances applicable to such Property, and (b) the applicable Lender shall release the applicable Seller, as well as any guarantors and other obligated parties under the Assumed Loan Documents, from all obligations under the Assumed Loan Documents (and any related guarantees or letters of credit), including, without limitation, any obligation to make payments of principal and interest under the applicable Note (collectively, the foregoing (a) and (b) referred to herein as the “Loan Assumption and Release”). Purchaser acknowledges and agrees that (x) certain of the provisions of the Assumed Loan Documents may have been negotiated for the exclusive benefit of the applicable Seller, AIMCO or their respective affiliates (the “Specific AIMCO Provisions”), and (y) unless a Lender otherwise agrees in such Lender’s sole and arbitrary discretion, Purchaser will not be permitted to assume the benefit of the Specific AIMCO Provisions and the same shall be of no further force or effect from and after the Closing Date. 4.5.3 Purchaser further acknowledges that the Assumed Loan Documents require the satisfaction by Purchaser of certain requirements as set forth therein to allow for the Loan Assumption and Release. Accordingly, Purchaser, at its sole cost and expense and within 15 days after the Effective Date (the “Loan Assumption Application Submittal Deadline”), shall use commercially reasonable efforts to satisfy the requirements set forth in the Assumed Loan Documents to allow for each Loan Assumption and Release, including, without limitation, submitting a complete application to the applicab...
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Assumed Encumbrances. 17 5.1. In General................................................................................................................. 17 5.2. Purchaser’s Obligation to Assume.............................................................................. 17 5.3. Loan Assumption Application.................................................................................... 17 5.4. Additional Requirements of Purchaser........................................................................ 18
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Assumed Encumbrances. 4.5.1 Purchaser acknowledges that the Property is encumbered by that certain loan (the "Recast Loan") made to Seller by Federal Home Loan Mortgage Corporation ("Lender"), pursuant to that certain Amended and Restated Multifamily Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing dated June 30, 2008 and recorded July 2, 2008 in the Real Property Records of Collin County, Texas at Clerk's File No. 00000000000000000 (the "Recast Mortgage") and certain other security and related documents in connection with the Recast Loan (collectively, the "Recast Encumbrances"). The Recast Loan is evidenced by that certain Amended and Restated Multifamily Note, executed by Seller and dated June 30, 2008, in the stated principal amount of $5,119,062.00 (the "Recast Note," and together with the Recast Mortgage, the Recast Encumbrances and any other documents executed by Seller in connection with the Recast Loan, the "Recast Documents"). Purchaser further acknowledges that the Property is also encumbered by that certain loan (the "Second Loan" and, together with the Recast Loan, the "Loans") made to Seller by Xxxxx Fargo Bank, National Association, a national banking association ("Xxxxx Fargo"), pursuant to that certain Multifamily Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing dated June 30, 2008 and recorded July 2, 2008 in the Real Property Records of Collin County, Texas at Clerk's File No. 20080702000812280, as assigned by Xxxxx Fargo to Lender pursuant to that certain Assignment of Security Interest, dated June 30, 2008 and recorded July 2, 2008 in the Real Property Records of Collin County, Texas at Clerk's File No. 20080702000812300 (the "Second Mortgage" and, together with the Recast Mortgage, the "Assumed Deeds of Trust") and certain other security and related documents in connection with the Second Loan (collectively, the "Second Encumbrances" and, together with the Recast Encumbrances, the "Assumed Encumbrances"). The Second Loan is evidenced by that certain Multifamily Note, executed by Seller and dated June 30, 2008, in the stated principal amount of $3,900,000.00 (the "Second Note," and together with Second Mortgage, the Second Encumbrances, the Recast Documents and any other documents executed by Seller in connection with the Recast Loan or the Second Loan, the "Assumed Loan Documents"). The Recast Note and the Second Note are hereinafter collectively referred to as the "Notes." Within 5 days after the Eff...
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Assumed Encumbrances. 4.6.1 Purchaser recognizes and agrees that the Broadmoor and Falls on Bull Creek Properties are the subject of one or more tenant-based HAP contracts (collectively, the "HAP Contracts") which regulate Section 8 payments to such Property under existing vouchers administered by the Housing Authority of the City of Austin (the "Housing Authority"). The HAP Contracts shall be deemed an Assumed Encumbrance for all purposes hereunder. Within 10 days after the Effective Date, each of the Broadmoor and Falls on Bull Creek Sellers agrees that it will make available to Purchaser (in the same manner in which such Sellers are permitted to make the Materials available to Purchaser under Section 3.5.1) copies of the HAP Contracts which are in such Seller's possession or reasonable control (subject to Section 3.5.
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Assumed Encumbrances 
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Related to Assumed Encumbrances

  • Permitted Encumbrances The term “Permitted Encumbrances” shall mean:

  • Liens and Encumbrances The Company shall not directly or indirectly make, create, incur, assume or permit to exist any assignment, transfer, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part of the Pledged Property or of the Company's capital stock, or offer or agree to do so, or own or acquire or agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Property or the Company's capital stock; or enter into any sale-leaseback financing respecting any part of the Pledged Property as lessee, or cause or assist the inception or continuation of any of the foregoing.

  • LIENS; ENCUMBRANCES Borrower acknowledges that, to the extent provided in Section 21, the grant, creation or existence of any mortgage, deed of trust, deed to secure debt, security interest or other lien or encumbrance (a "Lien") on the Mortgaged Property (other than the lien of this Instrument) or on certain ownership interests in Borrower, whether voluntary, involuntary or by operation of law, and whether or not such Lien has priority over the lien of this Instrument, is a "Transfer" which constitutes an Event of Default and subjects Borrower to personal liability under the Note.

  • Taxes; Encumbrances At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.06 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

  • Title; Encumbrances Is the Property sold subject to any Encumbrances? No Yes, listed below: ■ WARNING TO SELLER: You are required to disclose all Title Encumbrances which will remain after settlement (for example, easements on your title and statutory easements for sewerage and drainage which may not appear on a title search). Failure to disclose these may entitle the Buyer to terminate the contract or to compensation. It is NOT sufficient to state "refer to title", "search will reveal", or similar. TENANTS NAME: ■ If the property is sold with vacant possession from settlement, insert 'Nil'. Otherwise complete details from Residential Tenancy Agreement. TERM AND OPTIONS: STARTING DATE OF TERM: ENDING DATE OF TERM: RENT: BOND: $ $ PROPERTY MANAGER: ADDRESS: SUBURB: STATE: POSTCODE: PHONE: FAX: MOBILE: EMAIL:

  • Title to Properties; Liens and Encumbrances The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.

  • No Encumbrances Borrower has good and indefeasible title to the Collateral, free and clear of Liens except for Permitted Liens.

  • Title to Properties; Absence of Liens and Encumbrances (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

  • Permitted Liens Create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

  • Title; Liens The Issuer has good, legal and marketable title to each of its respective assets, and none of such assets is subject to any Lien, except for Permitted Encumbrances and the Liens created or permitted pursuant to the Indenture.

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