Assumption of Existing Indebtedness Sample Clauses

Assumption of Existing Indebtedness. Commencing on the Effective Date, Buyer and Seller shall work actively and in good faith with the holders of the Existing Indebtedness, or the loan servicer, to ensure that the Buyer will be able to timely and satisfactorily assume the Existing Indebtedness at Closing. Buyer shall be responsible for the payment of all assumption and transfer fees (including attorney’s fees of holder’s counsel) which may be imposed by the holder of the Existing Indebtedness as a condition of approving the assumption thereof (the “Lender’s Fees”). In the event that Lender has not given its initial or conditional approval of Buyer’s assumption of the Existing Indebtedness on or before one hundred eighty (180) days after the Effective Date, Buyer and Seller shall each have the independent right to terminate this Agreement by written notice to the other given at any time prior to the issuance of such approval by the Lender.
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Assumption of Existing Indebtedness. Purchaser and Seller shall work actively and in good faith with the Lender to ensure that the Purchaser will be able to timely and satisfactorily assume the Existing Indebtedness at Closing. In such event, Purchaser shall be responsible for the payment of Lender’s one percent (1%) loan assumption fee, the attorney’s fees of Lender’s counsel, and all other reasonable costs and expenses which may be charged by the Lender as a condition of approving the assumption thereof. Notwithstanding anything in this Agreement to the contrary, either party may terminate this Agreement by written notice to the other at any time prior to the Closing Deadline (in which event the Deposit shall be returned to Purchaser and neither party shall have any further obligations or liabilities to the other, subject only to the obligations of the Purchaser under Section 4.1 above), and such termination shall not be a default of the terminating party nor a willful failure by the terminating party to settle hereunder, in the event that: (i) the Lender refuses to permit the assumption of the Loan by the Purchaser, or is not ready to close on the assumption of the Loan by the Closing Deadline, for reasons unrelated to the terminating party’s failure to cooperate actively and in good faith with the Lender or to comply with any commercially reasonable requirements of the Lender not inconsistent with this Agreement in connection with the Loan assumption, or (ii) the Lender imposes commercially unreasonable requirements on the terminating party as a condition to permitting the assumption of the Loan.
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Assumption of Existing Indebtedness. Commencing on the Effective Date, the Operating Partnership and Contributor shall work actively and in good faith with the Lender to ensure that the Lender will consent to the transfer of the Membership Interests to the Operating Partnership and will release the Guarantor from liability under his guaranty. The Operating Partnership shall be responsible for the payment of all fees (including attorney’s fees of the Lender’s counsel) which may be imposed by the Lender as a condition of approving the transfer of the Membership Interests (the “Lender’s Fees”).
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Assumption of Existing Indebtedness. On or before five (5) business days after the date of this Agreement, Sellers will deliver a written request to the holder of the Existing Indebtedness for its approval of the sale of the Property to Purchaser, the assumption of the Existing Indebtedness by Purchaser, the change in the management of the Hotel, and the termination of the Franchise Agreement contemplated hereby (collectively, the “Lender Approvals”). Concurrently with such assumption request, and as soon as practical after a request of the holder of the Existing Indebtedness, Sellers and Purchaser, as applicable, will each promptly deliver to the holder of the Existing Indebtedness, any documents concerning such party, the Hotel or the foregoing described transactions as it may reasonably request to evaluate whether it will give the Lender Approvals. At or prior to the Closing Date, Purchaser shall execute and deliver, or cause to be executed and delivered, any loan assumption documents in form and content reasonably required by the holder of the Existing Indebtedness and only if and to the extent materially consistent with the terms of the Existing Indebtedness, opinions of Purchaser’s counsel, and such other materials and documents as may be required by the holder of the Existing Indebtedness as conditions to the Lender Approvals or to affect the assumption of the Existing Indebtedness. Sellers and Purchaser will otherwise take any reasonable steps and shall cooperate to obtain the Lender Approvals (but at no cost to Sellers) on or before the Closing Date. Purchaser shall pay all costs associated with the assumption due to the holder of the Existing Indebtedness.
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Assumption of Existing Indebtedness. Buyer shall pay a portion of the Purchase Price by and through Buyer’s assumption at Closing (the “Loan Assumption”) of the principal indebtedness owed and outstanding, as of the Closing, to which the Property and Seller are subject in the original principal amount of FIFTY TWO MILLION and 00/100 Dollars ($52,000,000.00), which, as of the Effective Date, has an outstanding principal balance of approximately FORTY SIX MILLION ONE HUNDRED THOUSAND and 00/100 Dollars ($46,100,000.00) (the “Loan”) from GMAC Commercial Mortgage Corporation, and now held by JPMC Series 2006 LDP7 (“Lender”) such Loan being evidenced by a certain Loan Agreement dated as of March 3, 2006 by and between Borrower and Lender (the “Loan Agreement”), a certain promissory note and related loan documents.
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Assumption of Existing Indebtedness. Commencing on the Effective Date, Purchaser shall work actively and in good faith with Existing Lender to ensure that Purchaser will be able to timely and satisfactorily assume the Existing Indebtedness at Closing. Seller shall cooperate with Purchaser in good faith prior to Closing in connection with such Purchaser efforts, and shall sign such documents as may be reasonably required by Existing Lender to effectuate such assumption. In connection therewith and as a condition to Seller's obligations hereunder, Seller and any guarantors shall be released from any obligations under the Existing Indebtedness which accrue after the Closing. Purchaser shall be responsible for the Loan Fees and such amounts shall not be deducted from the Purchase Price.
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Assumption of Existing Indebtedness 
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Related to Assumption of Existing Indebtedness

  • DESCRIPTION OF EXISTING INDEBTEDNESS Among other indebtedness which may be owing by Borrowers to Lender, Borrowers are indebted to Lender pursuant to, among other documents, a Business Financing Agreement, dated May 21, 2013, by and among Borrowers and Lender, as may be amended from time to time (the “Business Financing Agreement”). Capitalized terms used without definition herein shall have the meanings assigned to them in the Business Financing Agreement. Hereinafter, all indebtedness owing by Borrowers to Lender shall be referred to as the “Indebtedness” and the Business Financing Agreement and any and all other documents executed by Borrowers in favor of Lender shall be referred to as the “Existing Documents.”

  • Repayment of Existing Indebtedness Evidence that the principal of and interest on, and all other amounts owing in respect of, the Indebtedness (including, without limitation, any contingent or other amounts payable in respect of letters of credit) indicated on SCHEDULE 8.12A hereto that is to be repaid on the Closing Date shall have been (or shall be simultaneously) paid in full, that any commitments to extend credit under the agreements or instruments relating to such Indebtedness shall have been canceled or terminated and that all Guarantees in respect of, and all Liens securing, any such Indebtedness shall have been released (or arrangements for such release satisfactory to the Required Lenders shall have been made); in addition, the Administrative Agent shall have received from any Person holding any Lien securing any such Indebtedness, such Uniform Commercial Code termination statements, mortgage releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have requested to release and terminate of record the Liens securing such Indebtedness (or arrangements for such release and termination satisfactory to the Required Lenders shall have been made).

  • DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of June 11, 2003, evidenced by, among other documents, a certain Loan and Security Agreement dated as of June 11, 2003 between Borrower and Bank, as amended from time to time (as amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

  • Existing Indebtedness (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company as of March 31, 2014 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company. The Company is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company and no event or condition exists with respect to any Indebtedness of the Company the outstanding principal amount of which exceeds $5,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

  • Termination of Existing Credit Facility The Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated, all commitments thereunder shall have been terminated and all amounts owing thereunder shall have been paid in full (the “Refinancing”).

  • Limitation on Subsidiary Indebtedness The Company shall not permit any of the Subsidiaries of the Company to create, incur, assume or suffer to exist any Indebtedness, except:

  • Permitted Indebtedness Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii)

  • Termination of Existing Credit Agreements The Company and each of the Banks that is also a "Bank" party to the Existing Credit Agreements agrees that the "Commitments" as defined in the Existing Credit Agreements shall be terminated in their entirety on the Effective Date. Each of such Banks waives (a) any requirement of notice of such termination pursuant to Section 2.09 of the Existing Credit Agreements and (b) any claim to any facility fees or other fees under the Existing Credit Agreements for any day on or after the Effective Date. Each of the Company and the Borrower (i) represents and warrants that (x) after giving effect to the preceding sentences of this Section 10.07, the commitments under the Existing Credit Agreements will be terminated effective not later than the Effective Date, (y) no loans are, as of the date hereof, or will be, as of the Effective Date, outstanding under the Existing Credit Agreements and (ii) covenants that all accrued and unpaid facility fees and any other amounts due and payable under the Existing Credit Agreements shall have been paid on or prior to the Effective Date.

  • Existing Indebtedness of the Loan Parties All of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 7.02) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date.

  • Investments; Indebtedness Virata shall not, and shall not permit ------------------------- any of its Subsidiaries to (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) loans or investments by Virata or a Subsidiary of Virata to or in Virata or any Subsidiary of Virata, (B) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to Virata and its Subsidiaries taken together as a whole (provided that none of such transactions referred to in this clause (B) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except in the ordinary course consistent with past practice, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Virata or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing.

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