Assumption of Loans. All obligations and duties of Seller under and pursuant to the Loan Documents as of the Closing Date, including, without limitation, the obligation to fund Unfunded Commitments, pursuant to the Assignment and Assumption Agreement attached hereto as Exhibit 2.02(A);
Assumption of Loans. At the Closing, Purchaser (or the assignee which acquires the Concord Facility) shall assume (i) that certain loan in favor of Berkadia Commercial Mortgage, LLC and guaranteed by HUD (the “HUD Loan”) and secured by a first priority mortgage on the Concord Facility, provided that the outstanding balance of principal and interest on the Closing Date shall not exceed Five Million Five Hundred Twenty-Six Thousand Three Hundred Fifty-Five and 00/100 Dollars ($5,526,355.00) and (ii) that certain loan made by Healthcare Properties, LLC (the “Xxxxx Loan”), provided that the outstanding balance of principal and interest on the Closing Date shall not exceed Three Million One Hundred Seventy-Three Thousand Nine and 00/100 Dollars ($3,173,009.00). To the extent that the outstanding balance of either the HUD Loan or the Xxxxx Loan is less than the amounts set forth in this Section 2.3(e), the principal amount of the Seller Note shall increase on a dollar-for-dollar basis. The membership interest of the owner/operator of the Concord Facility shall be pledged as collateral in connection with Purchaser’s assumption of the Xxxxx Loan.
Assumption of Loans. Crown USA hereby acknowledges and agrees to assume the obligation for the repayment of the principal and interest accrued thereon in respect of certain loans made to Crown Russia on or about May 16, 2007 in the aggregate amount of $2.6 million.
Assumption of Loans. The applicable lenders and HUD shall have consented to the assumption by Purchaser of the HUD Loan and the Xxxxx Loan on terms and conditions reasonably acceptable to Purchaser; provided, however, at Closing, Purchaser at its option may require Five Oaks Manor, LLC to enter into an at-risk (net profits) management agreement for the Concord Facility pending lender and HUD consents to the above-referenced loan assumptions.
Assumption of Loans. As consideration for the sale of the Projects, Buyer agrees to assume the outstanding principal balances of Sellers’ loans with respect to the Properties identified on Schedule 5 — Assumable Loans attached hereto (“Assumable Loans”). The outstanding principal balance of the Assumable Loans shall be determined as of the Closing Date and shall not exceed $118,000,000 on the Closing Date. Buyer’s obligation to assume the Assumable Loans is subject to Buyer’s receipt of any required approvals therefor from the respective lenders thereof on terms acceptable to Buyer, acting reasonably. Buyer shall exercise good faith efforts to obtain such approvals as of the Closing Date, and Seller agrees to cooperate with Buyer in such efforts. If Buyer is unable to obtain a required lender approval with respect to any Assumable Loan(s) by the Closing Date despite the exercise of good faith effort therefor, the Closing Date with respect to the Project(s) as to which such Assumable Loan(s) relate shall be extended to the third business day next following receipt of such approval(s) (“Approval Delay”). If, despite Buyer’s continued good faith efforts to obtain the approval(s) of lender(s) with respect to the Assumable Loan(s), Buyer is unable to obtain such approval(s), Buyer shall so notify Sellers in writing, whereupon this Agreement shall terminate with respect to the applicable Project(s) associated with such Assumable Loan(s), and the Acquisition Value and applicable Seller Acquisition Value shall each be reduced by the allocable portion thereof attributable to such Project(s) (any such termination as to a Project and reduction of Acquisition Value being an “Approval Withdrawal”).
Assumption of Loans. Successor Borrower hereby assumes and agrees to pay, perform and discharge all of the liabilities and obligations of Original Borrower under the Loan Documents, and assumes and agrees to pay and perform all of the Debt, whether now or hereafter arising, under the Loan Documents, subject to the terms and conditions contained therein, as if Successor Borrower were an original party thereto. Successor Borrower also hereby assumes and agrees to pay, perform and discharge all of the liabilities and obligations of Original Borrower under that certain Environmental Indemnity Agreement dated November 5, 2002, executed by Original Borrower in favor of Lender.
Assumption of Loans. Sellers have informed Purchasers that (a) the Ambex Xxxx Xxxperty is financed by the Ambex Xxxx Xxxn, (b) the Bella Vita Property is financed by the Bella Vita Loan, (c) the Woodside Village Property is financed by the Woodside Village Loan and (d) the Wyndham Lakes Property is financed by the Wyndham Lakes Loan. Aspen Ambex Xxxx xxxhes to assume the Ambex Xxxx Xxxn, Aspen Bella Vita wishes to assume the Bella Vita Loan, Aspen Woodside Village wishes to assume the Woodside Village Loan, and Aspen Wyndham Lakes wishes to assume the Wyndham Lakes Loan. In furtherance hereof, Sellers authorize Purchasers to communicate with the lenders ("Lenders"; for purposes of the Bella Vita Loan, the term "Lender" shall include the U.S. Department of Housing and Urban Development ("HUD")) under the Loans for the purpose of evaluating the applicable Purchaser's assumption of the applicable Loan, and Sellers and Purchasers agree to cooperate with each other to obtain the applicable Lender's consent to assumption of its Loan by the applicable Purchaser, and such cooperation will include the parties' prompt delivery to the Lenders of such financial and other information as the Lenders may reasonably require.
Assumption of Loans. In consideration of Lender's consent to ATS becoming a party to the Loan Agreement, ATS assumes and agrees to be jointly and severally liable with Teltronics for all Revolving Loans and the Term Loan outstanding on the date of this Agreement and hereafter outstanding from time to time under the Loan Agreement, together with all fees, expenses and other charges payable in the collection thereof or otherwise in connection therewith.
Assumption of Loans. In consideration of Lender's consent to Interactive becoming a party to the Loan Agreement, Interactive assumes and agrees to be jointly and severally liable with Teltronics and ATS for all Revolving Loans and the Term Loan outstanding on the date of this Agreement and hereafter outstanding from time to time under the Loan Agreement, together with all fees, expenses and other charges payable in the collection thereof or otherwise in connection therewith.
Assumption of Loans. Promptly following the Effective Date, each Seller which owns a financed Property shall request the applicable Lender's consent to the sale of the applicable Property and the assumption by Purchaser or the Applicable Property Transferee of the applicable Loan, and shall, using its commercially reasonable efforts, diligently and in good faith, cooperate with Purchaser's efforts to obtain such consent. Each Seller shall submit to the applicable Lender or its servicer within the later of (i) ten (10) Business Days after the Effective Date or (ii) five (5) Business Days after written request therefor, in writing, with a copy to Purchaser, all information required of each Seller with respect to the assumption of each Loan. From the Effective Date to the Closing Date, each Seller shall use its commercially reasonable efforts to comply in all material respects with all terms, covenants and conditions of all Loan Documents.
