Assumption by Borrower Sample Clauses

Assumption by Borrower. Borrower hereby acknowledges and agrees that it hereby (i) assumes and promises to keep and perform all covenants and obligations on Original Borrower's part to be performed under all of the Loan Documents to the same extent as if Borrower were the original signatory thereto, and (ii) assumes and promises to pay the outstanding principal balance of the Note, with interest thereon, and all other sums required to be paid to Lender in accordance with the provisions of the Note and other Loan Documents, and to perform, comply with and abide by each and every one of the covenants, agreements and conditions contained and set forth in the Loan Documents.
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Assumption by Borrower. (a) For value received, Borrower hereby assumes and promises to pay the indebtedness of Borrower evidenced by the Loan Documents (the “Indebtedness”) at the times, in the manner and in all respects as therein provided and as herein modified, and agrees to be bound by and to perform and comply with each and every covenant, condition and obligation of the Original Borrower from and after the date hereof contained in the Loan Documents as though the Loan Documents had originally been made, executed and delivered by Borrower. (b) Borrower hereby extends the lien(s) against the Mortgaged Property set forth in or evidenced by the Loan Documents, together with any and all other liens and security interests that secure payment of the Indebtedness, until the Indebtedness and the Loan Documents, as hereby modified, have been fully paid; and Borrower agrees that the modification made hereby shall in no manner affect, waive or impair the Loan Documents or any liens or security interests securing the payment of the Indebtedness, the purpose of this Agreement being simply to affirm the liability of Borrower for payment of the Indebtedness and to carry forward all liens and security interests securing payment of such Indebtedness. Borrower acknowledges that all of such liens and security interests and assignments created and evidenced by the Deed of Trust and other Loan Documents are valid and subsisting; and Borrower agrees that all terms and provisions of the Loan Documents, and of all other instruments creating or fixing liens and/or security interests that secure payment of the Indebtedness, shall be and remain in full force and effect as therein written, except as otherwise expressly provided in this Agreement. Borrower further acknowledges and agrees that there are no offsets, claims or defenses to the Deed of Trust, the Loan Agreement or any of the other Loan Documents.
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Assumption by Borrower. Borrower hereby assumes and agrees to pay ---------------------- and perform all the obligations ("Assumed Obligations") of Acquisition at the times, in the amounts, and in the manner as provided in the Term Loan Documents, and to comply and be bound by all the terms and conditions of the Term Loan Documents, as amended hereby, upon the same terms and with the same effect as though Borrower had originally joined in the execution of the Term Loan Documents. No payment or discharge of any of the Assumed Obligations or of any lien or security interest securing the Assumed Obligations is intended by this Assumption Agreement and all security for the Assumed Obligations shall continue in full force, unimpaired from the date of the execution, attachment and perfection of the Term Loan Documents pertaining thereto. Nothing contained herein and nothing done pursuant hereto shall affect or be construed to affect any warranties of title granted in the Term Loan Documents (except that any warranty that Acquisition is the owner of any collateral given to Lender as security for the Obligations shall be deemed to be changed so as to warrant that Borrower is the owner of such collateral) or to subordinate the priority of the liens, security interests, assignments and charges granted under the Term Loan Documents to other liens, security interests, assignments and charges of any kind.
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Assumption by Borrower. The Borrower acknowledges and agrees that, by virtue of the Merger it has assumed, and it does hereby expressly assume, all of Old Lawsxx'x xxxhts, liabilities and obligations under the Existing Credit Agreement and the other Existing Loan Documents (other than the Existing Term Note), as such documents are amended and restated by or in connection with this Agreement. Without limiting the generality of the forgoing, Borrower does hereby grant, to the Bank a security interest in all of its assets that constitute "Collateral" under the Existing Security Agreement.
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Assumption by Borrower. Borrower hereby assumes each and every obligation of Lakewood Associates under the Loan Documents whenever accruing, including, particularly, but without limitation, the obligations of the Note and the exclusions from non-recourse liability set forth in the Loan Documents, and Borrower agrees to perform all obligations of Borrower under the Loan Documents and to pay to Lender the sums due and to become due under the Loan Documents as fully as if Borrower had executed the Loan Documents on the date thereof as Borrower. Notwithstanding anything contained herein to the contrary, Borrower does not assume any liability for or with respect to (i) any breach by Lakewood Associates of any of its representations or warranties contained in the Loan Documents, or (ii) the payment or performance (or nonpayment or failure to perform) by Lakewood Associates of any of its covenants, agreements or obligations under or pursuant to the Loan Documents, the payment or performance of which became due (or the nonpayment or failure to perform occurred) prior to the date of Borrower’s purchase of the Property and agreement to assume the obligations of Lakewood Associates hereunder. Lender hereby consents to the assumption by Borrower as contemplated herein.
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Assumption by Borrower. Borrower hereby assumes and agrees to perform all of the duties, obligations and promises of Original Borrower as set forth in or arising under the Loan Documents, to be bound by all of the terms, conditions and provisions of the Loan Documents and to do any and all acts and things required under the Loan Documents to be done by Original Borrower, except to the extent modified in this Agreement.
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Related to Assumption by Borrower

  • Termination by Borrowers Upon at least thirty (30) days’ prior written notice to Agent and Lenders, Borrowers may, at its option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied with Section 2.2(d). Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

  • Termination by Borrower Upon at least sixty (60) days prior written notice to Lender, Borrower may, at its option, terminate this Agreement; provided, however, no such termination shall be effective until Borrower has paid all of the Obligations in immediately available funds and all Letters of Credit and LC Guaranties have expired or have been cash collateralized to Lender's satisfaction. Any notice of termination given by Borrower shall be irrevocable unless Lender otherwise agrees in writing, and Lender shall have no obligation to make any Loans or issue or procure any Letters of Credit or LC Guaranties on or after the termination date stated in such notice. Borrower may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

  • Acceptance and Notice by Borrower Not later than (i) 11:00 a.m. (New York time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that: (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

  • Waivers by Borrowers Each Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other Credit Party, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among each Borrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this Section 12 and such waivers, Agent and Lenders would decline to enter into this Agreement.

  • Release by Borrower a. FOR GOOD AND VALUABLE CONSIDERATION, Borrower hereby forever relieves, releases, and discharges Collateral Agent and each Lender and their respective present or former employees, officers, directors, agents, representatives, attorneys, and each of them, from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, of every type, kind, nature, description or character whatsoever, whether known or unknown, suspected or unsuspected, absolute or contingent, arising out of or in any manner whatsoever connected with or related to facts, circumstances, issues, controversies or claims existing or arising from the beginning of time through and including the date of execution of this Amendment solely to the extent such claims arise out of or are in any manner whatsoever connected with or related to the Loan Documents, the Recitals hereto, any instruments, agreements or documents executed in connection with any of the foregoing or the origination, negotiation, administration, servicing and/or enforcement of any of the foregoing (collectively “Released Claims”). b. In furtherance of this release, Borrower expressly acknowledges and waives any and all rights under Section 1542 of the California Civil Code, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” (Emphasis added.) c. By entering into this release, Borrower recognizes that no facts or representations are ever absolutely certain and it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true, but that it is the intention of Borrower hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected in respect of the Released Claims; accordingly, if Borrower should subsequently discover that any fact that it relied upon in entering into this release was untrue, or that any understanding of the facts was incorrect, Borrower shall not be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made by Bank with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights. d. This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Borrower acknowledges that the release contained herein constitutes a material inducement to Collateral Agent and the Lenders to enter into this Amendment, and that Collateral Agent and the Lenders would not have done so but for Collateral Agent’s and the Lenders’ expectation that such release is valid and enforceable in all events. e. Borrower hereby represents and warrants to Collateral Agent and the Lenders, and Collateral Agent and the Lenders are relying thereon, as follows: i. Except as expressly stated in this Amendment, neither Collateral Agent, the Lenders nor any agent, employee or representative of any of them has made any statement or representation to Borrower regarding any fact relied upon by Borrower in entering into this Amendment. ii. Borrower has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary. iii. The terms of this Amendment are contractual and not a mere recital. iv. This Amendment has been carefully read by Borrower, the contents hereof are known and understood by Borrower, and this Amendment is signed freely, and without duress, by Borrower. v. Borrower represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Borrower shall indemnify Collateral Agent and the Lenders, defend and hold each harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.

  • Payments by Borrower; Presumptions by Administrative Agent Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

  • Waivers by Borrower BORROWER WAIVES (A) THE RIGHT TO TRIAL BY JURY (WHICH LENDER HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL; (B) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON-PAYMENT, INTENT TO ACCELERATE, ACCELERATION, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY LENDER ON WHICH BORROWER MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER LENDER MAY DO IN THIS REGARD; (C) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY OF LENDER'S REMEDIES;

  • Waiver by Borrower Upon the occurrence of an Event of Default, to the extent permitted by law, Borrower covenants that it will not at any time insist upon or plead, or in any manner whatsoever claim or take any benefit or advantage of, any stay or extension law now or at any time hereafter in force, nor claim, take nor insist upon any benefit or advantage of or from any law now or hereafter in force providing for the valuation or appraisement of the Collateral or any part thereof prior to any sale or sales thereof to be made pursuant to any provision herein contained, or to the decree, judgment or order of any court of competent jurisdiction; nor, after such sale or sales, claim or exercise any right under any statute now or hereafter made or enacted by any state or otherwise to redeem the property so sold or any part thereof, and, to the full extent legally permitted, except as to rights expressly provided herein, hereby expressly waives for itself and on behalf of each and every Person, except decree or judgment creditors of Borrower, acquiring any interest in or title to the Collateral or any part thereof subsequent to the date of this Agreement, all benefit and advantage of any such law or laws, and covenants that it will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any power herein granted and delegated to Lender, but will suffer and permit the execution of every such power as though no such power, law or laws had been made or enacted.

  • Payments by Borrowers; Presumptions by Administrative Agent Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

  • Assignment by Borrower The Borrower shall not assign or transfer any of its rights or obligations under any of the Loan Documents without the prior written consent of each of the Banks.

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