Assumption of Indebtedness Sample Clauses

Assumption of Indebtedness. At the Initial Closing, Transferee shall assume and agree to pay and perform all indebtedness and obligations of the TCR Group under all Assumed Loans, and, to the extent permitted by the respective lenders, the TCR Group and its affiliates shall be released from any and all liability for such Assumed Loans. At the Initial Closing, Transferee shall execute and deliver all such documents and instruments (the "ASSUMPTION DOCUMENTS") reasonably required by the holders of the Assumed Loans to evidence such assumption and release in form satisfactory to such holders and the TCR Group, provided that, except as set forth on Schedule 2.2, Transferee shall not be required to accept any loan terms (including, with respect to any bonds, their tax exempt status and low to moderate income tenant requirements) substantially more onerous than those to which the applicable Contributor is subject pursuant to the applicable loan documents. Transferee shall pay fees associated with such assumptions not in excess of those set forth on Schedule 2.2. Except as provided below, in the event that the Transferee is unable for any reason to consummate any such assumption, the Transferee (i) shall cause the Assumed Loan to be paid in full at the Initial Closing and such payment, in lieu of assumption, shall not affect the determination of Net Value under Section 2.1(a) or the Cash Consideration designated under Section 2.4, and (ii) except as provided in the next sentence hereof, Transferee shall be responsible for the payment at the Initial Closing of all amounts due in connection with any such prepayment. If, however, a holder of an Assumed Loan (i) does not allow an assumption of an Assumed Loan for any reason other than due to a failure of the Transferee to cooperate with the holder on a basis consistent with that required pursuant to the second sentence of this Section 2.2, (ii) except as set forth on Schedule 2.2, requires substantially more onerous terms than those to which the Contributor is subject, or (iii) charges an assumption fee in excess of that set forth on Schedule 2.2, then the TCR Group shall be responsible for (x) any excess assumption fee if (iii) applies or (y) any prepayment premium or penalty due in connection with any such prepayment if (i) or (ii) applies. Notwithstanding any other provision herein, other than the buy-down of the interest rate on the Assumed Loan on the Vinings Ridge Property as described in Section 9.1(m), the TCR Group shall not be liable ...
AutoNDA by SimpleDocs
Assumption of Indebtedness. 9 Section 2.3.
Assumption of Indebtedness. Section 6.1 Assumption and Novation................................7 Section 6.2 Allocation of Consideration............................7
Assumption of Indebtedness. In connection with the contribution and transfer by BreitBurn Energy of interests in the Assets to Operating LP, pursuant to Section 2.5 above, Operating LP hereby assumes and agrees to duly and timely pay, perform and discharge the Indebtedness, to the full extent that the parties thereto have been heretofore or would have been in the future obligated to pay, perform and discharge the Indebtedness were it not for the execution and delivery of this Agreement; provided, however, that said assumption and agreement to duly and timely pay, perform and discharge the Indebtedness shall not (a) increase the obligation of the Partnership with respect to the Indebtedness beyond that of the parties thereto, (b) waive any valid defense that was available to the parties thereto with respect to the Indebtedness or (c) enlarge any rights or remedies of any third party, if any, under the Indebtedness.
Assumption of Indebtedness. As additional consideration, Buyer agrees to assume and pay or settle the indebtedness of Sellers set forth on Schedule 2.2 hereof.
Assumption of Indebtedness. On and as of the Closing Date, each Purchaser, as applicable, shall (a) accept and assume the indebtedness of DCC to the United States Department of the Treasury (the "USDT") incurred in connection with the acquisition of the DCC Licenses and (b) reimburse DCC for interest and principal actually paid by DCC with respect to such indebtedness through the Closing Date (the "REIMBURSEMENT AMOUNT"); provided, however, neither Purchaser will assume any indebtedness, or reimburse DCC for any payments, incurred or paid in connection with any late payment fees incurred as a result of DCC not having made any installment payments on a timely basis.
Assumption of Indebtedness. Each Purchaser shall execute and deliver to DCC an instrument of assumption, in form and substance satisfactory to the FCC and reasonably satisfactory to DCC, in respect of the indebtedness to be assumed by such Purchaser pursuant to Section 2.3 (including releases of DCC from all liability therefor).
AutoNDA by SimpleDocs
Assumption of Indebtedness. At the Closing, in addition to the Assumed Liabilities to be assumed by Purchaser pursuant to Section 1.2(a), Purchaser shall: (i) assume the obligations of Web Internet under that certain line of Credit Note and Loan Agreement dated January 1, 2003 as amended by that certain Amended Loan Agreement dated August 31, 2004 between Web Service, Inc. ("Web Service") and Web Internet (the "Web Service Debt Agreement") in the principal amount of $2,250,000 payable to Web Service (the "Web Service Debt") on terms acceptable to Purchaser, Sellers and Web Service; and (ii) either assume or repay in full the obligation of Web Internet under that certain Convertible Promissory Note dated December 30, 2004 in the principal amount of $750,000 payable to SWSoft Holdings, Ltd., a Bermuda corporation (the "Convertible Note") on terms acceptable to Purchaser, Sellers and SWSoft Holdings, Ltd.
Assumption of Indebtedness. Buyer will assume and agree to pay in full the following promissory notes made by Seller (the "Notes"): (i) a promissory note in the original principal amount of $100,000, made by Seller in favor of Fresh; and (ii) a promissory note in the original principal amount of $150,000, made by Seller in favor of WAF Investment Co., together with accrued interest of $10,000 thereunder.
Assumption of Indebtedness. Payment or Provision for Certain ------------------------------------------------------------ Debts; Settlement of Expenses and Other Items. --------------------------------------------- (i) ABC and New AB shall take such action as shall be necessary and appropriate to cause New AB to assume all indebtedness relating to the Transferred Business, if any. (ii) ABC shall pay or cause to be paid, or otherwise provide for by bond, indemnification or other appropriate assurances, to the extent that ABC or New AB is unable to effect releases of ABC from liability thereunder, all ABC indebtedness or other non-contingent liabilities relating to the Transferred Business as to which ABC is a direct obligor, if any.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!