Assumed Indebtedness. Existing Financing Leases
Assumed Indebtedness. The Sellers and their respective Affiliates shall have been released and discharged from any and all obligations under the Assumed Indebtedness, and Sellers shall have received such payoff letters, releases or other further assurances thereof from third parties as the Sellers may reasonably request.
Assumed Indebtedness. (a) Schedule 4.11(a) of the Disclosure Schedule lists (i) the Assumed Indebtedness, (ii) all of the Properties that have ever been encumbered by the Assumed Indebtedness, (iii) the principal amount thereof outstanding as of the date set forth thereon, (iv) all of the notes, agreements and instruments evidencing and securing the Assumed Indebtedness, as the same may have been amended or supplemented from time to time, including, without limitation, any guaranties and any ancillary documents (collectively, the "Assumed Loan Documents"), and (v) the amount of any escrows or deposits held or established in connection with the Assumed Indebtedness as of as September 30, 2002. Seller has delivered to Purchaser complete and correct copies of the Assumed Loan Documents. Seller or the applicable Subsidiaries are current in all payments of principal and interest due under each Assumed Loan Document through the most recent scheduled payment date.
(b) Seller has not and the Subsidiaries have not received any written notice that they are in violation of or in default under (and to the Knowledge of Seller, there does not exist any condition which upon the passage of time or the giving of notice or both would cause a violation or default of any material term by Seller and the Subsidiaries under, other than obtaining the consents contemplated hereunder) the Assumed Indebtedness that remains uncured, nor to the Knowledge of Seller does a monetary or other material violation or default by Seller or any Subsidiary exist.
Assumed Indebtedness. Subject to the Property dropping, prepayment and delayed closing mechanism for the Assumed Indebtedness under Section 7.14, all conditions required by the holders of the Assumed Indebtedness for Purchaser to assume the Assumed Indebtedness shall have been satisfied, including delivery of all legal opinions, subordination of management agreements, and other instruments required by the holders of the Assumed Indebtedness to be delivered by Purchaser.
Assumed Indebtedness. The parties hereto agree that the Wickliffe IRBs shall be treated as Assumed Indebtedness for all purposes, except for purposes of determining the Final Cash Consideration pursuant to Article II. The parties hereto acknowledge and agree that in no event shall the Wickliffe IRBs be included in any calculation of Assumed Indebtedness, Estimated Assumed Indebtedness or Final Assumed Indebtedness.
Assumed Indebtedness. Any indebtedness or other obligations expressly assumed by or taken subject to by Lessor, existing on the Commencement Date and, secured by a mortgage, deed of trust or other security agreement in or on the related Leased Property.
Assumed Indebtedness. Any indebtedness or other obligations of third parties from whom Landlord has acquired any Leased Property, expressly assumed in writing by Landlord, and existing at the time of acquisition of the Leased Property secured by a mortgage, deed of trust or other security agreement to which Landlord’s title to the Leased Properties is subject. Authorizations: Any and all licenses, operating permits, Provider Agreements, CONs, certificates of exemption, approvals, waivers, variances and other governmental or “quasi-governmental” authorizations necessary or advisable for the use of any Facility for its Primary Intended Use and receipt of reimbursement or other payments under Medicare, Medicaid and any Third Party Payor Programs.
Assumed Indebtedness. Contributor shall provide to Acquiror a letter from the holder of the Existing Loan Documents that relates to Assumed Indebtedness (if Acquiror elects to assume the same in accordance with Section 3.1) dated no earlier than ten (10) days prior to the Closing Date, (i) approving the transfer of the applicable Contributed Interests to the UPREIT subject to the Assumed Indebtedness, (ii) setting forth the amount of principal and interest outstanding on the Closing Date and confirming either (a) that there are no other amounts due thereunder, or (b) if any other amounts are due, stating the amount and nature thereof (which amounts shall in any event be paid by Contributor), and (iii) confirming, to the knowledge of such holders, the absence of any defaults under the Existing Loan Documents. Such letter shall be referred to as the "LENDER'S APPROVALS."
Assumed Indebtedness. On or before the Closing Date, Acquiror shall be satisfied, in its sole discretion, with the terms and conditions of the Assumed Indebtedness, the Loan Assumption Documents (as defined in Section 11.1.18) and any other documents relating to any Assumed Indebtedness. On or before the Closing Date, the lender with respect to the Assumed Indebtedness shall have consented to Subsidiary’s assumption of the Assumed Indebtedness and the First Mortgage Loan Documents on terms and conditions acceptable to Acquiror in its sole discretion. On or before the Closing Date, such lender(s) shall have fully funded the Assumed Indebtedness on terms and conditions acceptable to Acquiror in its sole discretion.
Assumed Indebtedness. Prior to the Closing Date, Contributor, Acquiror and Subsidiary shall reasonably cooperate to cause existing loans to be refinanced in a new first mortgage loan on the Project, in an amount of Eleven Million Five Hundred Thousand Dollars ($11,500,000) and on terms acceptable to Acquiror in its sole discretion (the “Assumed Indebtedness”). The Assumed Indebtedness shall be fully assumable by Subsidiary.
