Assumption Approval. 23 Section 6.6 Release Approval....................................................................23
Assumption Approval. By no later than 5:00 p.m., Dallas, Texas time on January 18, 2005 (the ASSUMPTION APPROVAL DATE), Buyer shall either:
(a) terminate this Contract by giving a termination notice to Sellers stating that the terms of the Assumption are not acceptable to Buyer, following which Closing Agent shall deliver the Earnest Money to Seller (together with all interexx xxxxeon) and the parties shall have no further rights, liabilities, or obligations under this Contract (other than those that expressly survive termination); or
(b) waive its right to terminate this Contract for matters related to the Assumption by proceeding to Closing (absent a termination pursuant to (a) above, Buyer shall be deemed to have waived its right to terminate this Contract by virtue of an unacceptable Assumption). Buyer covenants to communicate with Sellers and to keep Sellers informed with respect to the status of the Assumption and the Seller Releases. Buyer will promptly notify Sellers when each Lender consents to the Assumption and the Seller Releases. If Buyer is unable to obtain the Seller Releases by noon, Dallas, Texas time on January 17, 2005, Buyer will promptly notify Sellers in writing thereof.
Assumption Approval. Buyer shall have received Lender’s Assumption Approval on or before the Assumption Approval Deadline.
Assumption Approval. Lender shall have given Assumption Approval on or before the Assumption Approval Deadline.
Assumption Approval. Assumption Approval shall have been obtained.
Assumption Approval. Assumption Approval shall have been obtained. If at Closing Seller determines that any of the contingencies specified in this Section 9.8 have not been satisfied or (if waivable) waived by Seller, then Seller may, by written notice to Buyer, cancel and terminate this Agreement (“Seller’s Termination Notice”) and, upon the delivery of the Seller’s Termination Notice, the Xxxxxxx Money will be remitted to Buyer, and thereafter, the parties will be mutually released from all liabilities and obligations hereunder, save and except that Buyer will promptly return to Seller all copies of the Property Information provided to Buyer, and Buyer will continue to be liable under Section 2.5 hereof. Notwithstanding the foregoing or any other provision contained in this Agreement, in the event this Agreement is terminated by Seller as a result of the exercise by Raytheon of its right to purchase the Property pursuant to Section 9.8(a) above, Seller shall reimburse Buyer for its actual out of pocket costs incurred in connection with its potential purchase of the Property upon presentation of paid receipts in an amount not to exceed $150,000 in the aggregate.
Assumption Approval. In the event that by 5:00 p.m., Houston, Texas time on June 25, 2005 (the "ASSUMPTION APPROVAL DEADLINE") Lender has not approved the Assumption on terms acceptable to Buyer, subject to Buyer's rights under SECTION 6.6, Buyer shall waive its right to terminate this Contract for matters related to the Assumption by proceeding to Closing.
Assumption Approval. The Assumption Approval is obtained.
Assumption Approval. The Assumption Approval is obtained and Seller is released by Lender from any and all responsibilities and obligations under the Existing Loan Documents arising from and after the Closing Date.
Assumption Approval. Purchaser will submit a complete loan application (including any and all related requests for approval of the transfer of physical assets required to be submitted to the U.S. Department of Housing and Urban Development (“HUD”)) for each of the Assumptions by October 31, 2011. Thereafter, Purchaser shall pay all fees and provide all required information in respect of such Assumptions in a timely manner. Sellers shall cooperate in the filing of any and all forms, notices, consents and applications with HUD and the Assumption Lenders as may be reasonably necessary to effectuate the Assumptions. Purchaser shall keep Sellers apprised as to the status of each Assumption and shall seek to obtain the required approval of HUD and the required approvals from each Assumption Lender (i) consenting to the assignment to Purchaser of the Assumption Loan made by such Assumption Lender and the Assumption of such Assumption Loan as of Closing with no material changes to the terms thereof, (ii) releasing Seller to which such Assumption Loan has been made and any associated guarantors at Closing, in a form reasonably satisfactory to such Seller, from any obligations under such Assumption Loan arising after Closing, it being understood that Purchaser’s ability to obtain a release for Sellers and associated guarantors will constitute a Seller’s Conditions Precedent (as defined in Section 7.02) and a Purchaser’s Condition Precedent, and (iii) stating the outstanding balance and escrows of such Assumption Loan as of the Closing Date (the “Assumption Contingency”). Notwithstanding the foregoing, Operator Sellers acknowledge and agree that they may be required to enter into a cross-default guaranty of subtenants or similar guaranty of each Operator Seller’s obligations under the subleases to the extent required under the Master Lease, the subleases or by HUD or any of the Assumption Lenders, as more particularly described in Section 7.01(f). As an additional Purchaser’s Conditions Precedent, Purchaser must obtain prior to Closing an estoppel certificate from each Assumption Lender setting forth, as of the Closing Date: (i) the outstanding principal balance of the Assumption Loans as of the Closing Date; (ii) the amount of interest due and payable; (iii) any other penalties, fees, interest or other charges accruing under the Assumption Loans; (iv) the amount of any impounds, reserves or escrows being held by or on behalf of Assumption Lender in connection with the Assumption Loans; ...
