Assumed Loans. This Section 4.6 applies only to the Assumption Properties.
4.6.1 Purchaser recognizes and agrees that, in connection with the Loan on an Assumption Property made by Lender, such Assumption Property is encumbered by the Assumed Deed of Trust and the Assumed Encumbrances. The Loan is evidenced by the Note applicable to such Assumption Property. Prior to the Effective Date and subject to the provisions of Section 3.5.2, each Seller of an Assumption Property has made available to Purchaser copies of the Assumed Loan Documents which are in such Seller’s possession or reasonable control.
4.6.2 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 Assumption Property subject to the Assumed Deed of Trust and the Assumed Encumbrances applicable to such Assumption 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 Provision”), and (y) unless the 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.
4.6.3 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 20 days after the Effective Date, but in no event later than October 1, 2009 (the “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 substantially complete applic...
Assumed Loans. To such Seller’s knowledge (to the extent such Seller is an Assumption Seller), there are no defaults under the Assumed Loan Documents to which such Assumption Seller is a party to; and
Assumed Loans. Neither the Company nor any of the Company Subsidiaries is in material default under any of the Assumed Loans and no event has occurred which, with notice or the passing of time or both, would constitute a material default under the Assumed Loans. All of the material documents evidencing, securing or otherwise relating to the Assumed Loans are listed on Exhibit 4.28 and have been delivered or made available to the USRP Entities.
Assumed Loans. The USRP Entities shall be credited for the full principal amount of, plus the amount of any accrued and unpaid interest under, the Assumed Loans as of the Closing Date. The adjustment provided for in this Section 8.3(d) for Assumed Loans which encumber the Purchase Agreement Properties shall be made pursuant to the Purchase Agreement and the adjustment for the Assumed Loans which encumber the Merger Agreement Properties shall be made pursuant to the Merger Agreement and the Limited Partnership Interest Purchase and Sale Agreement.
Assumed Loans. 25 4.29 [Intentionally Omitted]...............................................................................25 4.30 Insurance.............................................................................................25 4.31 Bankruptcy............................................................................................25 4.32
Assumed Loans. Schedule 4.25 sets forth a description of any loan agreement, credit agreement, line of credit on other similar contract relating to the indebtedness for borrowed money, or any contract relating to any guarantee of any of the foregoing relating to the Business, by which Seller is bound or affected and which is being assumed by Buyer hereunder. Each Assumed Loan is valid, binding and enforceable. Seller has delivered to Buyer a true, correct and complete copy of each Assumed Loan, together with all amendments, modifications, alterations and other changes thereto. Each Assumed Loan constitutes the entire agreement to which Seller is a party with respect to the indebtedness referred to therein. There exists no breach or default on the part of Seller, nor state of facts which, with the passage of time, notice or both, would result in a breach or default on the part of Seller of lender thereunder.
Assumed Loans. List of Company Subsidiaries
Assumed Loans. 2 Cap................................4 CERCLA............................13 Claims............................29 Closing............................2
Assumed Loans. The Sellers have provided to or otherwise made available to Purchaser, true, correct and complete copies of all of the loan documents for the Assumed Loans. No Seller has received written notice from any lender that the borrower or any other Person is presently in default under any of the Assumed Loans or there is an uncured event of default under the Assumed Loans.
Assumed Loans. Interest and any other periodic charges payable under any Assumed Loan shall be prorated as of the Outside Closing Date, with Steadfast being responsible for interest accruing on such Assumed Loan prior to the Outside Closing Date and with the Company being responsible for interest accruing on and after the Outside Closing Date. The Company shall receive a credit against the Purchase Price with respect to each Encumbered Property in an amount equal to the outstanding principal balance of the applicable Assumed Loan as of the Outside Closing Date. Steadfast shall receive a credit on any Closing Statement executed with respect to an Assumed Loan (and confirmed in the Loan Assumption Documents), on a dollar for dollar basis, in an amount equal to any reserves, impounds, or other amounts held or maintained by or for any Existing Lender under such Assumed Loan as of the respective Closing Date which are not returned to Steadfast or the Property Owners (the “Assumed Loan Reserves”) and Steadfast shall assign all of its rights with respect to such Assumed Loan Reserves to the applicable Company Subsidiary.
