Assumption by Inland Permitted Transferee Clause Samples
The "Assumption by Inland Permitted Transferee" clause establishes that if a permitted transferee—typically a party allowed to receive rights or interests under the agreement—takes over certain obligations or assets, they must formally assume the responsibilities and liabilities associated with them. In practice, this means that when a transfer occurs within the boundaries set by the contract (such as to an affiliate or approved third party), the new party is required to step into the shoes of the original party regarding those obligations. This clause ensures continuity and accountability by making sure that contractual duties are not left unfulfilled due to a transfer, thereby protecting the interests of the non-transferring party.
Assumption by Inland Permitted Transferee. Notwithstanding the foregoing provisions of this Article 7, Borrower shall be permitted to transfer the Property in its entirety to an Inland Permitted Transferee, provided the Loan is simultaneously assumed by an Inland Permitted Transferee, such transfer shall release Borrower of its obligations under the Loan, provided further that each of the following terms and conditions are satisfied:
(a) no Default or Event of Default has occurred;
(b) Borrower shall have delivered written notice to Lender of the terms of such prospective transfer not less than forty-five (45) days before the date on which such transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transferee as Lender shall reasonably require;
(c) Borrower shall have paid to Lender all out-of-pocket costs and expenses, including reasonable attorneys' fees, incurred by Lender in connection with the transfer;
(d) such Inland Permitted Transferee assumes and agrees to pay the Debt as and when due subject to the provisions of Article 15 hereof and, prior to or concurrently with the closing of such transfer, such Inland Permitted Transferee and its constituent partners, members or shareholders as Lender may require, shall execute, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption;
(e) Borrower and such Inland Permitted Transferee, without any cost to Lender, shall furnish any information requested by Lender for the preparation of, and shall authorize Lender to file, new financing statements and financing statement amendments and other documents to the fullest extent permitted by applicable law, and shall execute any additional documents reasonably requested by Lender;
(f) Borrower shall have delivered to Lender, without any cost or expense to Lender, such endorsements to Lender's Title Insurance Policy insuring that fee simple title to the Property is vested in such Inland Permitted Transferee (subject to Permitted Encumbrances), hazard insurance endorsements or certificates and other similar materials as Lender may deem necessary at the time of the transfer, all in form and substance satisfactory to Lender;
(g) such Inland Permitted Transferee shall have furnished to Lender, if such Inland Permitted Transferee is a corporation, partnership, limited liability company or other entity, all appropriate papers evidencing Transferee's organization and good standi...