Assumed Financing Sample Clauses

Assumed Financing. Interest, credits, costs and expenses (other than the costs and expenses described in Section 6.4(b)(iii), which shall be the sole obligation of the Company) related to the Assumed Financing will be adjusted and apportioned between Liberty and the Company in accordance with the following: (i) prepaid interest will be paid to Liberty by the Company and accrued, but unpaid interest will be paid by Liberty with both to be apportioned as of the day preceding the Closing Date; and (ii) Liberty will be entitled to receive the amounts (including accrued interest) of any escrow and other sums on deposit with a lender under the Assumed Financing (including any escrow reserves) when disbursed by the holder of such Assumed Financing.
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Assumed Financing. Sellers and Buyer acknowledge that, at the applicable Closing, Buyer will assume the loans encumbering the Properties identified on Exhibit A as “Eastside Junction” and “Harvest Square”. Buyer shall have the right to also assume the loans encumbering any other Property, so long as (i) Buyer gives Sellers written notice of Buyer’s intention to assume a particular loan no later than thirty (30) days after the Effective Date, and (ii) the loan assumption process does not materially delay the applicable Closing for the Property for which the loan is being assumed.
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Assumed Financing. If Transferor consummates the Assumed Financing, Transferor will do so on the terms and conditions described in the Assumed Financing Commitment Letter as in effect on the date hereof (including the exercise of so-called “flex” provisions in the related fee letter, if any). Transferor will keep Parent informed on a reasonably current basis in reasonable detail of any material developments concerning the status of the Assumed Financing. Each party affirms that it is not a condition to the Closing or to any obligations under this Agreement that Transferor obtains the Assumed Financing. The parties agree that if the Assumed Financing is not consummated prior to the Closing and all conditions to Closing herein have been satisfied, the Closing shall occur as set forth herein. Further, the failure of Transferor to consummate the Assumed Financing shall in no way affect the consideration payable under Section 2.3 of this Agreement and shall not require Parent, Issuer or GPI to provide any substitute consideration for the Assumed Financing.
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Assumed Financing. If a Property encumbered by an Assumed Financing is to be acquired at the Closing and Buyer intends to assume the loan (as noted on Exhibit A or as chosen by Buyer pursuant to Section 2.4), the lender(s) of such Assumed Financing shall have consented to Buyer's acquisition of the Property and the assumption of the underlying loan on written terms that are acceptable to Buyer in its commercially reasonable judgment, which written approval must include at least the following: (i) confirmation in regard to all of the loan documents as being in full force and effect and that Seller acknowledges that Seller has no defenses or offsets to any of its obligations thereunder and that the lender has performed all of its obligations to the date of assumption; (ii) the consent by the lender to the assumption of the loan by Buyer, (iii) the then-principal balance of the loan and the accrued and unpaid interest due and payable as of the date of Closing, (iv) that Seller (as borrower) is not currently in default under the terms of the loan, (v) that the lender approval does not impose a greater burden upon Buyer than as currently provided under the existing loan documents. If, for any reason, the lender will not consent to any assumption, Buyer shall still be obligated to close on the Property encumbered by the Assumed Financing, the Buyer will not get a credit for such assumption, and the indebtedness will be paid off at Closing from the proceeds of the purchase and sale of the Property.
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Assumed Financing. Fairways Investor acknowledges that the Partnership has agreed to assume certain loans currently encumbering the Property including loans made to certain of the Class B Limited Partners by Comerica and First National Bank of Omaha (the “Comerica and FNBO Loans”). In the event that an uncured event of Default is discovered or arises as a result or action or inaction by the Class B Limited Partners prior to the date of this Agreement under the Comerica or FNBO Loans then Fairways Investor agrees to be responsible for curing such event of default in full whether monetary or non-monetary. In the event that BH Investor or either lender under the Comerica and FNBO Loans provides notice to Fairways Investor of such a default and Fairways Investor fails to cure such default within five (5) business days and BH Investor cures such default, then the Class B Limited Partners shall have their Investment Base reduced by an amount equal to 300% of the amount of the existing default plus any interest or fees associated with the default or if the default is non-monetary, the Investment Base shall be reduced by 300% of the amount expended by BH Investor to cause such default to be cured
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Related to Assumed Financing

  • Transaction Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain a commitment letter (the “Transaction Financing Commitment Letter”), from a reputable financial institution to provide financing for the Merger and the transactions contemplated hereby on commercially reasonable terms and conditions.

  • Buyer Financing The obligation of Buyer to close the transaction contemplated by this Agreement is contingent upon the closing of a mortgage loan secured by the Property from Buyer's lender of choice on terms satisfactory to Buyer in Buyer's sole and absolute discretion (the "Buyer Financing"). Without limiting the foregoing, so long as this Agreement remains in effect, Buyer, at its expense, shall use commercially reasonable efforts to obtain a commitment for the Buyer Financing and to satisfy the closing conditions of the Buyer Financing applicable to Buyer. Buyer shall be responsible for any costs, fees or expenses arising out of the Buyer Financing. Buyer may terminate this Agreement at any time prior to the Closing Date due to the actual or anticipated failure to close the Buyer Financing by delivering written notice thereof to Seller, in which case this Agreement will terminate and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive termination of this Agreement).

  • Parent Financing (a) Parent shall use its reasonable best efforts to take, or cause to be taken, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing, including using reasonable best efforts to (A) comply with and maintain in full force and effect the Financing Commitments, (B) negotiate and execute definitive agreements with respect to the Debt Financing on the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”), (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Financing at or prior to the Closing, (D) enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail of any material developments concerning the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such status.

  • Purchaser Financing Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Closing.

  • Debt Financing (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable.

  • Leasehold Financing Notwithstanding anything to the contrary contained in the Lease, Tenant shall have the right, without Landlord’s consent to encumber the leasehold estate created under the Lease and/or to grant a security interest in Tenant’s removable trade fixtures, furnishings and equipment located within the Leased Premises (but not to encumber Landlord’s fee interest in the Premises), to secure financing provided to Tenant by any bank, thrift institution, insurance company or other institutional lender. Tenant agrees to notify Landlord of any such encumbrance. With respect to any such leasehold financing (and provided that Tenant is not in default under the Lease beyond any applicable notice or cure period), upon thirty (30) days’ prior written request from Tenant, Landlord will execute and deliver to the secured lender a “Landlord’s Agreement” in the form attached hereto as Exhibit “A-1”.

  • Project Financing Tenant acknowledges that as a material inducement to Landlord to execute this Lease, (i) Tenant shall timely acknowledge and deliver to Landlord all such documents and instruments as may be customarily those documents and instruments which may be required under Paragraph 16, and (iii) if any prospective lender to Landlord shall request or require in connection with the placement of any financing to Landlord or pursuant to the provisions of any Security Document any modification of this Lease, Tenant shall not delay or withhold its agreement to such proposed modification provided in the same shall not modify the Basic Annual Rent payable hereunder nor materially and adversely affect the obligations of Tenant hereunder. Tenant shall be responsible for any and all liability, loss, cost, damage and expense, including, without limitation, attorneys' fees, which Landlord shall incur in connection with Tenant's failure or delay in executing, acknowledging and delivering such documents and instrument or Tenant's breach of any other covenant or agreement embodied in this Lease that results in the delay, impairment or cancellation of such financing.

  • Bridge Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain no later than October 30, 2004 a commitment letter (the “Bridge Financing Commitment Letter”) expiring no earlier than January 30, 2005, from a reputable financial institution in substantially the same form and substance as Exhibit F attached hereto, to provide financing on terms and conditions no less favorable than those described on Exhibit F attached hereto.

  • Additional Financing Except as otherwise provided in this Article V, no Member shall be obligated or permitted to contribute any additional capital to the Company without the consent of the Board of Managers. No interest shall accrue on any contributions to the capital of the Company, and no Member shall have the right to withdraw or to be repaid any capital contributed by it or to receive any other payment in respect of its interest in the Company, including without limitation as a result of the withdrawal or resignation of such Member from the Company, except as specifically provided in this Agreement. The records of the Company shall be adjusted to reflect any additional contributions to the capital of the Company made pursuant to Section 5.2.

  • Indebtedness and Minority Interests After giving effect to the Transactions and the other transactions contemplated hereby, no Company shall have outstanding any Indebtedness or preferred stock other than (i) the Loans and Credit Extensions hereunder, (ii) the Indebtedness listed on Schedule 6.01(b) and (iii) Indebtedness owed to Borrower or any Guarantor.

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