Buyer’s Assumption Sample Clauses

Buyer’s Assumption. By execution of this Amendment, HLSS MSR-EBO Acquisition LLC hereby assumes all obligations of HLSS under the MSR Purchase Agreement and each Sale Supplement, whether currently existing or accruing after the date of this Amendment.
Sample 1
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Buyer’s Assumption. Buyer hereby expressly assumes, with recourse, subject to non-recourse provisions set forth in the Loan Documents, the unpaid balance due and owing on the Note, together with interest thereon as provided in the Note, together with all other obligations under the Note, Loan Agreement, Security Instrument and each and every one of the Loan Documents, with the same force and effect as if Buyer had been specifically named therein as the original maker, borrower, grantor, debtor or indemnitor, as applicable, it being specifically agreed by Buyer that to the extent said Note is recourse that Xxxxxx’s remedies shall not in any respect or extent be limited solely to the Property or any other collateral securing the obligation. Xxxxx further expressly promises to pay all loan installments as they become due and to observe all obligations of the Loan Agreement, Note and Security Instrument. The foregoing assumption by Buyer is absolute and unconditional, subject to non recourse provisions set forth in the Loan Documents and is not subject to any defenses, waivers, claims or offsets nor may it be affected or impaired by any agreement, condition, statement or representation of Seller or Buyer or any failure to perform the same and that Buyer hereby relinquishes, waives and releases any and all such defenses, claims, offsets, and causes of action. Xxxxx expressly agrees that it has read and approved of and will comply with and be bound by all of the terms, conditions, and provisions contained in the Security Instrument, the Note and all other Loan Documents.
Sample 1
Buyer’s Assumption. Buyer shall, from and after the Closing, assume and perform its Working Interest share of all duties and obligations arising in connection with the Assets and all contracts and agreements relating thereto.
Sample 1
Buyer’s Assumption. OR PAYMENT OF BANK STOCK LOAN TO DURAXX XXXK. As an integral part of this transaction and as additional consideration to BankSouth and the Control Group Shareholders to enter into and perform under this Agreement, Buyer agrees that it will, on the Closing Date, either assume or cause to be fully paid the Bank Stock Loan to Duraxx Xxxk; provided, however, that the amount of the Bank Stock Loan which Buyer is obligated to assume or pay at the Closing pursuant to this Agreement shall not, in any event, exceed the amount of One Million Eight Hundred Thousand and No/100 Dollars ($1,800,000.00). This is a specific assumption and obligation of Buyer with regard to the performance and consummation of this transaction and is intended to be an integral part of its assumption of all liabilities of BankSouth pursuant to this Agreement. All of the issued and outstanding shares of Citizens Bank Common Stock have been pledged by BankSouth to the Duraxx Xxxk to secure repayment of the Bank Stock Loan. Buyer agrees to cause Duraxx Xxxk, by Buyer's assumption or payment of the Bank Stock Loan, to fully release its pledge of all of Citizens Bank Common Stock and to obtain all of the Citizens Bank Common Stock certificates held by Duraxx Xxxk pursuant to such pledge for the Closing to be endorsed in blank for transfer by BankSouth on the Closing Date when the Acquisition is fully consummated
Sample 1
Buyer’s Assumption. Irrevocable Buyer acknowledges that (a) Seller’s sale of the Assets to Buyer, and Buyer’s assumption of the Assumed Obligations, are irrevocable, and (b) Buyer shall have no recourse to Seller except for Seller’s breaches of its representations, warranties or covenants.
Sample 1
Buyer’s Assumption. Except as otherwise expressly provided herein, Xxxxx understands and agrees it is acquiring the Purchased Assets and Easement Rights “AS IS, WHERE IS” on the Closing Date, and in their condition on the Closing Date, and that Buyer is relying solely on its own examination of the Purchased Assets, Easement Rights and/or Permits.
Sample 1

Related to Buyer’s Assumption

  • SALE OF BUYER’S PROPERTY Performance under this Agreement: (check one)

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Buyer’s Conditions for Closing Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Xxxxxxx Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Franchise Agreement shall have been terminated. (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

  • Purchaser’s Compliance Nothing in this Section 4 shall affect in any way the Purchaser’s obligations and agreements to comply with all applicable securities laws upon resale of the Securities.

  • Buyer’s Closing Documents On the Closing Date, Buyer will execute and deliver to Seller the following (collectively, “Buyer’s Closing Documents”):

  • Seller’s Closing Deliveries At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

  • Closing Date and Option Closing Date Opinion of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative and in form and substance reasonably satisfactory to XxXxxxxxx, covering the matters set forth on Appendix A hereto.

  • Opinion of Buyer's Counsel Seller and the Signing Partners shall have received from SFX's in-house counsel an opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, to the effect that: (a) Each of Buyer and SFX is duly organized and validly existing in good standing under the laws of its state of incorporation with all requisite corporate power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by this Agreement; (b) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.

  • Consolidation Merger Sale Conveyance and Lease SECTION 10.01. Company May Consolidate, etc.,

  • Merger Sale Conveyance and Lease Section 11.01. Company May Consolidate, Etc. on Certain Terms 49 Section 11.02. Successor Corporation to Be Substituted 50 Section 11.03. Officer’s Certificate and Opinion of Counsel to Be Given to Trustee 50 Section 12.01. Indenture and Notes Solely Corporate Obligations 51

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