Assumption of Existing Loans Sample Clauses

Assumption of Existing Loans. By its execution of this Agreement the Borrower hereby assumes all of the obligations of JNI and JCI, as borrowers, under the Existing Credit Agreement with respect to the loans thereunder that are being continued hereunder and all other amounts payable with respect thereto that remain unpaid as of the Effective Date (except for amounts contemplated to be paid as of the Effective Date under Section 6.01(f) hereof). From and after the Effective Date, neither JNI nor JCI shall be borrowers hereunder but shall each be a Subsidiary Guarantor party to the Subsidiary Guarantee and fully liable thereunder.
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Assumption of Existing Loans. On or before seventy five (75) days after the Effective Date (the "Loan Commitment Date"), Buyer shall have received binding written approvals allowing Buyer to assume the Assumed Loans, with aggregate fees and costs payable by Buyer to such lenders not exceeding 1.5% of the principal amount of the debt so assumed, and on such other terms as are currently prevailing in the marketplace and as are reasonably acceptable to Buyer. Buyer agrees to promptly file and diligently pursue applications for the assumption of the Assumed Loans and to pay all costs and provide all information that is required by those Lenders considering such applications. Buyer agrees to keep the Transferors advised as to the progress of the Buyer in obtaining such approvals, and to file reasonably complete assumption applications with the Lenders no later than thirty (30) days after the Effective Date (the "Assumption Application Deadline"). Buyer shall confirm in writing to Transferors on or before the Assumption Application Deadline that such assumption applications for the Assumed Loans have been completed by Buyer and delivered to the required Lenders. Any right to terminate this Agreement as a result of the failure of this Buyer's Condition Precedent shall be conditioned upon Buyer's fulfilling its obligations as to the filing of the assumption applications as required above, and shall be exercised by Buyer's delivery of written notice to transferors on or before the Loan Commitment date; failure to file the required applications and/or deliver such termination notice shall constitute Buyer's waiver of this Buyer's Condition Precedent.
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Assumption of Existing Loans. On or before the Closing Date, Buyer shall have received binding written commitments allowing Buyer to assume the Assumed Loans. Each loan assumption agreement/documentation shall release the applicable Transferor and any guarantors from any obligations arising or accruing under the terms of the Assumed Loans (as the same maybe amended as a part of the assumption process) from and after the Closing Date.
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Assumption of Existing Loans. In connection with the Purchaser's assumption of the obligations under the Existing Loan Documents, Purchaser and Seller agree to execute and deliver all reasonable documents, instruments and agreements, and to make a good faith effort in all actions, which the Existing Lender reasonably requires pursuant to the Existing Loan Documents to obtain the Existing Lender's acknowledgment and consent to the sale of the Property as contemplated by this Contract. Without limitation of the obligations under the preceding sentence, Purchaser agrees that it will, if required by the Loan Documents, (i) create a new single purpose entity which will comply with the requirements set forth in Section 56 of the Existing Mortgages to serve as the owner of the Property; and (ii) appoint a new manager of the Property, which will act pursuant to a management agreement satisfactory to Existing Lender, and which manager and management agreement will satisfy the requirements of Section 54 of the Existing Mortgages, and Purchaser shall pay all reasonable costs and expenses of the Existing Lender and its counsel in connection with the review and approval of such new manager. Further, Purchaser agrees to make a good faith effort to comply with each and every requirement of the Existing Loan Documents which is reasonably required by the Existing Lender for Purchaser to acquire the Property encumbered by the respective liens evidenced by the Existing Loan Documents, including, without limitation, compliance with the provisions of Section 9 of the Existing Mortgages. All fees, costs and expenses payable to the Existing Lender in connection with its approval of the transactions contemplated by this Contract and the Purchaser's assumption of the Existing Loans shall be payable by Purchaser and Seller as follows:
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Assumption of Existing Loans. (a) Subject to this Section 1.3, from and after the Effective Date, Seller shall act in good faith and use commercially reasonable efforts to obtain, by no later than the Consent Approval Date, the consent of each Existing Lender (or its loan servicer, as applicable) to (i) the assignment and assumption of the Membership Interests as set forth in this Agreement to Buyer (or its assignee or designee), (ii) a full and unconditional release of all Seller Guarantor Parties of all obligations and liabilities under the documents evidencing and securing each Existing Loan and all other documents delivered by Seller or its Affiliates in connection with each Existing Loan, including all indemnities, guaranties and other undertakings (collectively, the “Loan Documents”) and any Seller Guarantees related to such Existing Loan, to the extent accruing from and after the Closing (each, an “Existing Loan Release”), (the consents described in clauses (i) and (ii) hereof, collectively, the “Existing Lender’s Consent”), and (iii) certain modifications to the Loan Documents, which shall be evidenced by certain loan release and modification documents to be negotiated between Seller, Buyer and each Existing Lender (clauses (i) – (iii) hereof, collectively, the “Loan Release and Modification Documents”), provided that such Loan Release and Modification Documents shall be deemed acceptable so long as each Loan Release and Modification (a) contains (w) such changes to the Loan Documents as are necessary to reflect the organizational requirements of Buyer, Buyer’s Credit Enhancers and permitted transfer provisions that are necessitated by Buyer’s and Buyer’s Credit Enhancer’s organizational structures and to eliminate references or requirements that reflect the organizational requirements of Seller, (y) approval of Buyer’s Affiliate as the replacement hotel manager, and (z) such non-material changes as are otherwise required by Existing Lender which shall in all instances exclude Unacceptable Modifications, (b) state the then outstanding principal balance of the Existing Loan, (c) provide for the Existing Loan Release, or if any Existing Lender will not provide the Existing Loan Release, then inclusion of such post-Closing claims by any Existing Lender in the Buyer Indemnity, (d) does not require Buyer to assume any Seller Excluded Guaranties, or if any Existing Lender will not exclude such Seller Excluded Guaranties, one or more creditworthy entities proposed by Seller and reason...
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Assumption of Existing Loans. The Premises are currently encumbered by the Existing Loans. Schedule 3.1(a) attached hereto contains a complete list of the Existing Loan Documents, including all amendments, supplements and modifications thereto (the “Existing Loan Documents”). Seller shall not partially or wholly prepay the loan balance due under the Existing Loan Documents except for scheduled monthly payments due thereunder, and Seller shall make all payments due thereunder prior to Closing. Prior to or promptly after the Effective Date, Seller shall contact the holder of the Existing Loan Documents (“Holder”) and advise the Holder of this transaction and use commercially best and diligent efforts to seek the Holder’s consent to the consummation of the transaction contemplated by this Agreement (collectively, the “Loan Assumption Approvals”). Seller shall immediately provide Purchaser copies of all correspondence regarding the Loan Assumption Approvals. Schedule 6.10 attached hereto contains a complete list of the escrows and reserves under the Existing Loans.
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Related to Assumption of Existing Loans

  • Continuations and Conversions of Existing Loans Borrower may make the following elections with respect to Loans already outstanding: to convert Base Rate Loans to Eurodollar Loans, to convert Eurodollar Loans to Base Rate Loans on the last day of the Interest Period applicable thereto, or to continue Eurodollar Loans beyond the expiration of such Interest Period by designating a new Interest Period to take effect at the time of such expiration. In making such elections, Borrower may combine existing Loans made pursuant to separate Borrowings into one new Borrowing or divide existing Loans made pursuant to one Borrowing into separate new Borrowings. To make any such election, Borrower must give to Agent written notice (or telephonic notice promptly confirmed in writing) of any such conversion or continuation of existing Loans, with a separate notice given for each new Borrowing. Each such notice constitutes a "Continuation/Conversion Notice" hereunder and must:

  • Merger, Consolidation or Assumption of the Obligations of Servicer Any corporation (i) into which the Servicer may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) which may succeed to all or substantially all of the business of the Servicer, which corporation in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Trustees and the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

  • 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.

  • 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.

  • Successors, Assumption of Contract This Agreement is personal to the Executive and may not be assigned by the Executive without the written consent of the Company. However, to the extent that rights or benefits under this Agreement otherwise survive the Executive’s death, the Executive’s heirs and estate shall succeed to such rights and benefits pursuant to the Executive’s will or the laws of descent and distribution; provided that the Executive shall have the right at any time and from time to time, by notice delivered to the Company, to designate or to change the beneficiary or beneficiaries with respect to such benefits. This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company, subject to the following:

  • Merger, Consolidation or Assumption of the Obligations of Seller; Certain Limitations Any Person (i) into which the Seller may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Seller shall be a party or (iii) which may succeed to all or substantially all of the business of the Seller, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, except that if the Seller in any of the foregoing cases is not the surviving entity, then the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder. The Seller shall satisfy the Rating Agency Condition with respect to any merger, consolidation or succession pursuant to this Section.

  • Termination of Existing Credit Agreement Receipt by the Administrative Agent of evidence that the Existing Credit Agreement concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement concurrently with the Closing Date are being released.

  • Merger or Consolidation of, or Assumption of the Obligations of, Seller Any Person: (a) into which the Seller may be merged or consolidated, (b) that may result from any merger or consolidation to which the Seller shall be a party or (c) that may succeed to the properties and assets of the Seller substantially as a whole, which Person (in any of the foregoing cases) executes an agreement of assumption to perform every obligation of the Seller under this Agreement (or is deemed by law to have assumed such obligations), shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that: (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Seller shall have delivered to the Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Trustee and the Indenture Trustee an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and Indenture Trustee, respectively, in the Receivables and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c).

  • Merger or Consolidation of, or Assumption of the Obligations of the Servicer The Servicer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

  • Merger or Consolidation of, or Assumption of the Obligations of, Servicer Any Person (i) into which the Servicer shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 7.3 and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

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