Conditions to Assumption. No election by any party, or any successor-in- interest to such party, to assume this Agreement as contemplated by Section (a) above shall be effective unless each of the following conditions, each of which each party acknowledges is commercially reasonable in the context of a bankruptcy or similar proceeding, has been satisfied by such party and each of the other parties has acknowledged such satisfaction in writing:
(1) Cure. Such party has cured, or has provided the other party adequate assurances that:
Conditions to Assumption. (i) No election by Sublessee to assume this Sublease shall be effective unless each of the following conditions, which Sublessor and Sublessee acknowledge are commercially reasonable, have been satisfied, and Sublessor has acknowledged in writing that: (i) Sublessee has cured, or has provided Sublessor adequate assurance (as defined below) that within ten (10) days from the date of such assumption Sublessee will cure all monetary defaults under this Sublease and within thirty (30) days from the date of such assumption Sublessee will cure all non-monetary defaults under this Sublease; (ii) Sublessee has compensated, or has provided to Sublessor adequate assurance that within ten (10) days from the date of assumption Sublessor will be compensated for any pecuniary loss incurred by Sublessor arising from the default of Sublessee as recited in Sublessor’s written statement of pecuniary loss sent to Sublessee; (iii) Sublessee has provided Sublessor with adequate assurance of the future performance (as defined below) of each of Sublessee’s obligations under this Lease; and (iv) Sublessee shall have provided Sublessor at least thirty (30) days prior written notice of any proceeding concerning the assumption of this Sublease.
(ii) For purposes of this Section, Sublessor and Sublessee acknowledge that (A) “adequate assurance” shall mean that the Bankruptcy Court shall have entered a Final Order authorizing the posting of a letter of credit in the amount of $78,788.44, or segregating $78,788.44 of cash to be payable to Sublessor, and/or Sublessee to secure Sublessee’s obligation to Sublessor to cure all monetary and/or nonmonetary defaults under this Sublease within the time periods set forth above and (B) “adequate assurance of future performance” shall mean that Sublessee has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to fulfill the obligations of Sublessee under this Sublease, in addition to the simultaneous posting of a letter of credit.
Conditions to Assumption. It shall be a condition precedent to the obligations of the Buyer to close this transaction subject to the Loan Documents that (i) any required consent of Lender to the conveyance of the Property subject to the Assumed Debt and the assumption of the Assumed Debt by the Buyer shall have been obtained from Lender; (ii) any terms and conditions imposed by Lender in connection with issuing such consent shall be satisfactory to the Buyer in its sole discretion; (iii) the Buyer shall not be obligated to assume any personal liability for any of the undertakings under the Loan Documents, other than the exceptions to non-recourse provisions in the Loan Documents that relate to events, acts or omissions first arising on or after the Closing Date; (iv) as of the Closing Date there shall not exist any uncured default under the Loan Documents and Seller shall have paid in full all interest and other amounts (including, without limitation, installments of principal and interest and any applicable fees, charges or penalties) which are due and payable under the Loan Documents at or prior to Closing; (v) the form of agreement pursuant to which the Buyer shall assume the borrower's obligations under the Loan Documents from and after the Closing shall be satisfactory to the Buyer in its sole discretion shall have been executed by Lender, shall contain such modifications to the Loan Documents as Buyer reasonably requires and shall contain an acknowledgment from the Lender that it has no knowledge of any uncured defaults under the Loan Documents and (vi) as of the Closing Date the principal balance of the Assumed Debt shall not exceed $5,152,182.75, which is the projected principal balance of the Assumed Debt as of January 1, 2003.
Conditions to Assumption. If the representations and warranties made in Section 4 are not also true as of the Effective Date, or if Installation Assignor breaches any of the covenants contained in Section 5, notwithstanding anything in this Assignment and Payment Agreement to the contrary, Assignee will not be required to make any payments under the Installer Channel Partner Agreement or to assume the Warranty Agreement, and Installation Assignor will repay and refund Assignee any and all payments made by Assignee pursuant to the Installer Channel Partner Agreement or any Work Order, if any, in connection with the System.
Conditions to Assumption. It shall be a condition precedent to the obligations of Seller and Purchaser to close the purchase and sale of the Property that as of the Closing Date there shall not exist any uncured default or event that, but for the giving of notice or the passage of time, or both would constitute a default under the Loan Documents, and Lender shall have delivered to Xxxx an estoppel certificate reasonably satisfactory to Xxxx and to Seller (the estoppel certificate will include an agreement by the holder of the Existing Mortgage that the single member limited liability company that Xxxx will form for the single purpose of holding title to the Property may be the mortgagor under the Existing Mortgage, and that the transfer of an interest in Purchaser or in CarrAmerica Realty Corporation does not breach the prohibition in the loan documents against a transfer of an interest in the mortgagor or its affiliates; and will acknowledge receipt by Lender of certain guarantees). If the conditions set forth in this Paragraph 1.6, or in Paragraph 2.3 or Paragraph 3.2 have not been satisfied by the Closing Date, then either party may, by delivering written notice to the other party on or before Closing Date, extend the Closing Date up to an aggregate extension of 15 days, in order to satisfy such conditions, and if such conditions are not satisfied by the Closing Date, as extended, then this Agreement shall terminate, the Xxxxxxx Money shall be returned to Xxxx and the parties will have no further obligations under this Agreement, except as expressly stated herein.
Conditions to Assumption. The following are conditions precedent to Lender's obligations to consent to the assumption of the Loan by New Borrower:
Conditions to Assumption. It shall be a condition precedent to the obligations of Purchaser and Seller to close the purchase and sale of the Property that any required consent by Prudential to the conveyance of the Property and the division of the Existing Loan into two separate (that is, they are neither cross-defaulted nor cross-collateralized) loans (the Parcel B Loan, as noted above, and as to the Adjoining Property, the "Parcel A Loan") shall have been obtained and its terms and conditions shall be completed. It shall be a condition precedent to the obligations of Purchaser to close the purchase and sale of the Property that (i) any terms and conditions imposed by Prudential, including provision of an Unconditional Guarantee of Recourse Obligations by Purchaser, in connection with issuing such consent shall be satisfactory to Purchaser, in its sole discretion; (ii) the form of agreements pursuant to which the Existing Loan will be segregated and under which Purchaser shall assume the borrower's obligations with respect to the Parcel B Loan under the Existing Mortgage shall be satisfactory to Purchaser, in its sole discretion; (iii) as of the Closing Date there shall not exist any uncured default under the Existing Loan as it relates to the Parcel B; (iv) as of the Closing Date the principal balance of the Property Loan shall approximately equal the amount specified in Section 1.2; and (v) at the Closing, Prudential executes such documents and makes such deliveries consistent with the Prudential consent letter and all other conditions to Prudential's consent to the conveyance of the Property and assumption of the Parcel B Loan are satisfied; and (vi) Prudential consents to the REA.
Conditions to Assumption. The transactions contemplated by this Agreement shall be effective on the date that the following conditions precedent have been satisfied:
Conditions to Assumption. Borrower agrees to perform and satisfy all conditions precedent to the disbursement of the Loan set forth in the Application/Commitment and this Agreement.
Conditions to Assumption. No election by Xxxxxx's trustee or the debtor-in-possession to assume this Lease, whether under Chapter 7 or Chapter 11, shall be effective unless each of the following conditions has been satisfied:
