Assumption of Existing Debt. Assumption by Purchaser at Closing of all or any portion of the Existing Debt (as defined and determined pursuant to Section 4.4 hereof), and
Assumption of Existing Debt. Any and all documents necessary to evidence the assumption of the Existing Debt shall have been executed by Purchaser and the lender thereunder, if and to the extent Purchaser elects pursuant to Paragraph 2 to permit the same to be a liability of the Corporation at Closing. Subject to the limitations set forth in the foregoing Paragraph 13, in the event any of the foregoing conditions is not satisfied by Seller or Purchaser, as appropriate, or waived by Purchaser prior to Closing, Purchaser shall have the right to terminate this Agreement in accordance with the provisions of Paragraph 17.
Assumption of Existing Debt. (A) Seller or Third-Party Transferor, as applicable, have incurred certain indebtedness secured by a lien on, pledge of, or security interest in the Properties (the “Existing Debt”) as more particularly described on Schedule 2.1(b)(i) attached hereto. Seller shall use best efforts to obtain the consent of the lender(s) of the Existing Debt to (a) the transfer of the Properties to Buyer or an Affiliate(s) of Buyer, (b) the assumption by Buyer or such Affiliate(s) of the Existing Debt, (c) the lease of the Facilities by Lessor to Lessee pursuant to terms of the Lease and (d) the termination of any cross-collateralization and cross-default provisions relating to any indebtedness other than the Existing Debt, and which consent shall confirm an identification of the applicable loan documents (the “Existing Debt Documents”), interest rate, principal and interest paid through date, outstanding principal balance, maturity date, monthly payment and, to the knowledge of such lender, the absence of any default by the borrower thereunder. If such lender(s) consent to the assumption of the Existing Debt, Buyer or its Affiliate(s) shall assume and agree to pay and perform at Closing the Existing Debt obligations that arise after the Closing (excluding the payment of any Assumption Fees), in each case subject to the prorations and adjustments provided for herein and the terms of the Lease. Seller shall pay all charges, fees, and payments that become due or arise out of the assumption by Buyer or its Affiliate(s) of the Existing Debt, including, but not limited to, all application fees, title insurance costs, assumption fees, appraisal fees, recording fees, survey costs and other similar costs required by the lender thereunder to be paid (collectively, the “Assumption Fees”).
Assumption of Existing Debt. Lender shall have entered into an agreement --------------------------- with Purchaser and Seller, in form and substance reasonably satisfactory to Purchaser, whereby (i) Purchaser assumes the Existing Debt, as contemplated in Section 5.2 above, (ii) Purchaser is permitted to lease the Inns to its designated lessee pursuant to a lease providing for operation of the Inns by lessee and management of the Inns by Manager, and (iii) Lender confirms that (x) the Loan Agreement is in full force and effect and has not been further amended, (y) that there are no defaults or events that with notice or the passage of time, or both, would constitute a default by Seller or Crestline under the Loan Agreement, and (z) the Replacement Reserve Account, the Tax and Insurance Reserve Account, the Debt Service Reserve Account and any Immediate Repair Escrow Account (each such term as defined in the Loan Agreement) maintained by the Lender are fully funded as required by the Loan Agreement, no Debt Service Sweep Event has occurred and is continuing, and such other information as Purchaser may reasonably request from Lender. Notwithstanding the foregoing sentence, in the event that the Lender does not confirm the items listed in clauses (x) and (y) above, Seller shall have the right, in lieu of such confirmation by Lender, to provide Purchaser with an estoppel certificate confirming such items.
Assumption of Existing Debt. Purchaser agrees to assume the existing general liabilities plus the mortgage or trust (feed debt on each of the Hotel Properties as of the Closing Date, but not to exceed more than a collective total of Nine Million Eight Hundred Ninety Thousand and No/100ths Dollars ($9,890,000.00). Purchaser acknowledges that Zion's Management & Development Group, Inc., a Utah corporation ("Zions"), the entity that currently manages the Hotel Properties for BIG, previously had an ownership interest in each of the Hotel Properties and is listed as a borrower. Certain of Zion's owners have personally guaranteed the loans on each of the Hotel Properties, Purchaser has entered into an agreement with Zion's regarding the ongoing management of the Hotel Properties and all issues arising from or related to the debt to be assumed hereunder, Purchaser shall assume all responsibility for such debt and for notifying the respective lenders and obtaining their approval to Purchaser's assumption of such debt promptly following the Closing Date, as defined in Section 4.1 below, BIG shall have no further obligation to Zions with respect to such debt following Closing. Purchaser specifically does not agree to assume any other debts or obligations of BIG or either Hotel Entity, except as expressly provided herein.
Assumption of Existing Debt. Purchaser shall receive a credit against the Purchase Price for the outstanding principal amount of the Existing Debt as of the Closing Date, to the extent assumed by Purchaser in the manner described in this Section 3(c). The current outstanding balance of the Existing Debt as of the date hereof relating to the Cedar Bluffs Project is shown on Schedule 2 attached hereto. All obligations of ORE Ventures MN and Partnership pursuant to the Loan Documents, including without limitation all guaranty obligations, shall be assumed by the Purchaser to the extent arising after the Closing, or with respect to all guaranty obligations arising after Closing, by an entity acceptable to Lender. Upon assumption by Purchaser (or other entity or entities related to Purchaser as provided above), ORE Ventures MN and Partnership shall be released and discharged from all liability under the Existing Debt and the Loan Documents with respect to obligations arising after the Closing.
Assumption of Existing Debt. Buyer shall assume the amounts outstanding on the indebtedness described in EXHIBIT B hereto, which indebtedness Buyer shall assume as of the Closing Date.
Assumption of Existing Debt. The Purchaser shall assume at Closing the indebtedness (the "EXISTING FINANCING") secured by the Project payable to the order of Wachovia Bank, National Association as Master Servicer on behalf of Xxxxx Fargo Bank, NA, as Trustee for the benefit of Certificate Holders of Commercial Mortgage Pass-Through Certificates Series Wachovia Bank 2003-C-5 ("LENDER") subject to Purchaser (or Seller, as the case may be) obtaining Lender's consent to the assumption of the Existing Financing ("LENDER'S CONSENT") prior to Closing in a form reasonably acceptable to Purchaser. The loan documents evidencing and securing the Existing Financing are hereinafter collectively referred to as the "EXISTING LOAN DOCUMENTS." Purchaser acknowledges that Seller has provided Purchaser with copies of the Existing Loan Documents and that Purchaser will not request any modifications or additions to the Existing Loan Documents except for (a) the assumption of the Existing Loan Documents by Purchaser (or Purchaser's assignee), (b) such modifications or additions to the Existing Loan Documents as may be identified by Purchaser during the Study Period, and (c) the release of Xxxx Xxxx Xxxxxxx and Xxxxxx Xxxxxxx (collectively, "UBERMANS") from all of their guaranties under the Existing Loan Documents arising after the Closing Date and the substitution of the Purchaser (or its assignees) or other individuals or entities as the Lender may require in place of the Ubermans. The Purchaser agrees that in the event that if, as a condition to obtaining Lender's Consent, the Lender requires that the Purchaser, or its assignee, shall be a Delaware, single purpose entity, then the Purchaser (or its assignee, as applicable) shall comply with such condition. Purchaser further agrees to use commercially reasonable efforts to comply with any other conditions that the Lender may place upon Purchaser to grant such Lender's Consent. Within five (5) business days of the Effective Date, Purchaser shall use commercially reasonable efforts to furnish to Lender (with a copy to Seller) all information required by the Lender for the assumption of the Existing Financing, and shall use commercially reasonable efforts to, within five (5) business days, furnish to Lender such additional information as may be requested by Lender from time to time. Purchaser shall use commercially reasonable efforts to obtain Lender's Consent prior to the expiration of the Study Period. Purchaser acknowledges that Lender's Consent will not ...
Assumption of Existing Debt. On the closing date, Purchaser shall assume the obligation to pay the outstanding principal balance on the closing date of each of the following notes: (" Existing Debt"):
Assumption of Existing Debt. Purchaser shall have entered into an assumption agreement in form and substance reasonably satisfactory Purchaser to assume the Existing Debt.
